Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Except as otherwise set forth in this Agreement, and subject to Article VII, the Sellers shall retain liability retain, and none of Purchaser or any of its Affiliates shall assume or be responsible for pursuant to third parties for this Agreement, any Liabilities of Sellers or any of their Affiliates other than the following Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”):). The Retained Liabilities shall include: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Liabilities for which any Seller expressly has responsibility pursuant to the Star Lake Canal siteterms of this Agreement or any Ancillary Implementing Agreement, EPA ID TX0001414341) (including all Liabilities for which the “Seller Off Site Disposal Liability”)Sellers have responsibility pursuant to Section 6.6; (b) fines all Liabilities of any Seller or Conveyed Subsidiary (or Subsidiaries thereof) to the extent related to or arising out of (i) the Excluded Assets (other than any Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Agreement, and penalties imposed by Governmental Entities for violations before other than any Liabilities that are separately allocated pursuant to any other agreement or transaction related to such Excluded Assets between Seller Parent or any of its Affiliates, on the Closing Date one hand, and Purchaser or any of its Affiliates, on the other hand, including any commercial or other agreements unrelated to this Agreement), including Environmental Laws Liabilities, whether arising prior to, on or Environmental Permits after the Closing, to the extent arising out of or related to the ownership or occupancy of the Retained Facilities (the “Retained Facilities Environmental Liabilities”) or (ii) the matters set forth on Section 2.5(b)(ii) of the Seller Disclosure Letter (the “Retained Environmental Fines and Penalties LiabilityLiabilities”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either all Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Indemnified Taxes; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “all Seller MTBE Liability”)Transaction Expenses; (e) any obligation under (i) each Assumed Contract, related Seller Parent’s portion of Shared Contractual Liabilities pursuant to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP AgreementsSection 2.2(d); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to all Indebtedness of Seller Parent and its Affiliates (including the property of, third parties Conveyed Subsidiaries and their Subsidiaries) that occurred before the Closing Date to the extent caused by the physical condition of the Assets;are not Assumed Liabilities under Section 2.4; and (g) liabilities all Liabilities of Seller Parent or any of its Affiliates (including accounts payablethe Conveyed Subsidiaries and their Subsidiaries) owed by either Seller to the other Seller or any Affiliate set forth in Section 2.5(g) of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementDisclosure Letter.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary contained in Section 2.6, Seller and its Subsidiaries shall retain liability to third parties for and be solely responsible for, and neither Purchaser nor any of its Subsidiaries shall assume, the following Liabilities (the “Retained Liabilities”): (a) liabilities arising from disposal off-site any Indebtedness of, or owed by, Seller or any of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)its Subsidiaries; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date any accounts payable or trade payables of, or owed by, Seller or any of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)its Subsidiaries; (c) liabilities, known or unknown, to the extent any and all Liabilities arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials fromprior to, at or on after the Site Closing relating to or arising under any Benefit Plan or in respect of any current or former employee of Seller or any of its Subsidiaries or any other individual employed or engaged by any Person to provide services to the Business prior to or at the Closing, other Assets (the “Seller Exposure Liability”)than any Liabilities explicitly assumed by Purchaser pursuant to Section 2.6(c) or Section 5.6; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the any and all Liabilities for Excluded Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Taxes; (e) any obligation under (i) each Assumed Contractand all Liabilities for financial advisory, related professional, legal, consulting or accounting fees relating to the rights under each Assumed Contract assigned to negotiation, preparation, approval or completion of this Agreement and the Purchaser under other Transaction Documents and the Assignment Transactions and Assumption Agreement, (ii) each License of either Seller included in the Assets, other transactions contemplated hereby and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalthereby; (f) physical any and all Liabilities of any business or bodily injuries to, business line of Seller or damage any of its Subsidiaries (including the Business) that was sold or otherwise disposed of prior to the property ofClosing, third parties that occurred before the Closing Date including under any Contract related thereto and including any Liabilities arising from or relating to the extent caused by the physical condition of the Assetsany such Contract; (g) liabilities (including accounts payableany and all Liabilities with respect to, relating to or resulting from the matters, events, violations or allegations described on Section 2.7(g) owed by either of the Seller Disclosure Letter, other than any Liabilities to the other Seller extent arising out of or any Affiliate of the Sellers on or before the resulting from Post-Closing Date in respect of the Business, the Facilities or any other AssetsInfringement Claims; (h) liabilities for (i) Taxes any and all Liabilities to the extent relating to, arising out of either Seller not related to or associated with resulting from any of the Business, the Facilities or the other Excluded Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);; and (i) liabilities any and all Liabilities that do not constitute Assumed Liabilities. Seller and Purchaser acknowledge and agree that neither Purchaser nor any of its Subsidiaries will be required to assume, retain or be responsible for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRetained Liabilities.

Retained Liabilities. The Sellers Notwithstanding any other provision of this Agreement Seller and the Selling Subsidiaries shall retain liability to third parties and be responsible for the following Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Liabilities exclusively related to the Star Lake Canal site, EPA ID TX0001414341) (Business for which Seller or a Selling Subsidiary expressly has responsibility pursuant to the “Seller Off Site Disposal Liability”)terms of this Agreement or any Closing Agreement; (b) fines and penalties imposed by Governmental Entities for violations before except as expressly set forth in Section 2.3(f), Section 2.3(g), Section 2.3(h) or Section 5.6(f), Liabilities to the Closing Date of Environmental Laws or Environmental Permits (extent related to the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilities, known or unknown, to intercompany Liabilities of Seller and the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Selling Subsidiaries; (d) liabilities, known all Liabilities for (i) Taxes arising from or unknown, with respect to the extent arising from the MTBE that was manufactured, sold, processed, used Purchased Assets or stored by the Sellers in conducting the Business before for any Pre-Closing Tax Period and Taxes of Seller or any Selling Subsidiary (other than the Closing DateMiraclon Entities) (except, excluding in each case, as expressly set forth in Section 2.3(f), Section 2.3(g) and Section 2.3(h)) and (ii) Transfer Taxes that are the Product Inventory comprised responsibility of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)under Section 7.1; (e) any obligation under (i) each Assumed Contract, Indebtedness of Seller or any Selling Subsidiary that does not arise from and is not related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) Business or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalPurchased Asset; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date all Liabilities (i) to the extent caused by arising prior to the physical condition Closing relating to the conduct, ownership or operation of the AssetsBusiness or the Purchased Assets by Seller or any Selling Subsidiary or (ii) relating to any act or omission of the Seller or any Selling Subsidiary occurring prior to the Closing, in each case, which relate to compliance with Environmental Laws; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assetsall Retained Environmental Liabilities; (h) liabilities for all Liabilities of the Miraclon Entities (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from prior to the Closing or (ii) relating to any act or omission of either Seller or any Affiliate of either Seller before the Miraclon Entities occurring prior to the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case which relate to the extent attributable to periods of time before the Closing Datecompliance with Environmental Laws; and (ni) all other liabilities (other than those any Liabilities of Seller or the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, Selling Subsidiaries to the extent arising under current or prior applicable Law (except that, with respect unrelated to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Seller and its Affiliates shall retain liability to third parties responsibility for (x) the Commercialization Agreement Retained Liabilities and (y) the following Liabilities, to the extent relating to the Business (collectively, the “Retained Liabilities”):), in each case except to the extent Purchaser or its Affiliates indemnify Seller and its Affiliates under provisions of the Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Liabilities to the Star Lake Canal site, EPA ID TX0001414341) (extent related to the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed by Governmental Entities all Liabilities arising out of or relating to any Transferred Contract prior to the Cutoff Time, to the extent relating to the period of time prior to the Cutoff Time, except to the extent Purchaser is liable for violations before such Liabilities under the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Commercialization Agreement; (c) liabilities, known or unknown, all Liabilities with respect to the extent arising from the exposure before the Closing Date of (i) any employee, former employee, Independent Contractor current or former independent employee or contractor of either Seller or other Person any Divesting Entity, or any of their Affiliates, provided such Liabilities relate to Hazardous Materials from, at such current or on the Site former employee or the other Assets contractor’s service with Seller or any Divesting Entity or (the “Seller Exposure Liability”)ii) any Plan; (d) liabilitiesall Liabilities (i) of Income Taxes of Seller or its Affiliates for any period(other than amounts payable pursuant to agreements that constitute Assumed Liabilities), known (ii) any sales, use, value added or unknown, other similar Taxes that Seller was required to collect and remit to a Taxing Authority prior to the extent Cutoff Time, arising from Seller’s (or an Affiliate of Seller’s) use of the MTBE that was manufactured, sold, processed, used Purchased Assets or stored by the Sellers in conducting operation of the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed prior to the Purchaser at the Closing Cutoff Time, or (the “iii) for Taxes apportioned to Seller MTBE Liability”)under Section 2.10; (e) any obligation under (i) each Assumed Contract, all Liabilities related to the rights under each Assumed Contract assigned any Accounts Payable except as expressly set forth in this Agreement or to the extent Purchaser is liable for such Liabilities under the Assignment and Assumption Commercialization Agreement, ; (iif) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and all Liabilities for any indebtedness of either Seller in respect or its Affiliates; (g) all intragroup Liabilities of Seller or any Divesting Entity to any of its Affiliates; (h) other than the Assumed Liabilities and the Commercialization Agreement Assumed Liabilities, all other Liabilities (excluding Liabilities relating to Taxes, which shall be governed by Section 2.04(d)) arising out of or relating to the Business or the Purchased Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage such Liabilities relate to the property of, third parties that occurred before the Closing Date period of time prior to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);Cutoff Time; and (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities all Liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case Section 2.04(i) of the Disclosure Schedule. References to the extent attributable to periods retention of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or Retained Liabilities shall not imply that are the subject Seller actually has any such Liabilities arising from its ownership of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, Purchased Assets prior to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, nor shall anything in this Section 2.04 limit or modify the case obligations of an Excluded Asset that is Seller under the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations Commercialization Agreement with respect to such asset thereunder the Commercialization Agreement Retained Liabilities for matters attributable to operations and transactions during the period after beginning on January 9, 2018 and ending at the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementCutoff Time.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers shall retain liability to third parties for the following (the “"Retained Liabilities”):") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities arising from disposal off-site of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Financial Statements; (b) fines and penalties imposed by Governmental Entities for violations before all liabilities of each Seller or the Closing Date Stockholder resulting from, constituting or relating to a breach of Environmental Laws any of the representations, warranties, covenants or Environmental Permits (agreements of the “such Seller Environmental Fines and Penalties Liability”)or the Stockholder under this Agreement; (c) liabilitiesall liabilities of each Seller for Taxes, known or unknown, to the extent arising including any gain and income from the exposure before sale of the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or Assets and other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)transactions contemplated herein; (d) liabilitiesall liabilities for all environmental, known ecological, health, safety, products liability (except as specifically referred to herein) or unknown, other claims pertaining to the extent arising from Business or the MTBE that was manufactured, sold, processed, used Purchased Assets which relate to time periods or stored by the Sellers in conducting the Business before events occurring on or prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) all liabilities of each Assumed Contract, related Seller arising in connection with its operations unrelated to the rights under each Assumed Contract assigned Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; except as otherwise specifically provided herein and any indebtedness liability of either such Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalbased on its tortuous or illegal conduct; (f) physical any liability or bodily injuries toobligation incurred by each Seller in connection with the negotiation, execution or damage to the property ofperformance of this Agreement, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assetsincluding, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities (including accounts payable) owed incurred by either each Seller to the other Seller or any Affiliate of the Sellers on or before after the Closing Date in respect of the Business, the Facilities or any other AssetsDate; (h) all liabilities for (i) Taxes of either Seller not related to or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the Business, the Facilities or the other Assets, (ii) Taxes related decision of Buyer not to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under offer employment to any Tax allocation, sharing or similar agreement (whether oral or written);such employees; and (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with respect to such asset thereunder Seller for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities purposes of section 414 of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan Code or ERISA Affiliate Plan; (l) liabilities under any section 4001 of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementERISA.

Retained Liabilities. The Sellers Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall retain liability not assume, and shall not be deemed to third parties for the following have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Liabilities solely relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Retained Assets; (b) fines all Liabilities that Seller and penalties imposed by Governmental Entities its Affiliates have expressly agreed to retain, pay for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)be responsible for, as particularly set forth in this Agreement; (c) liabilities, known or unknown, all Liabilities relating to the extent arising from the exposure before the Closing Date any professional fees and expenses of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person any of its Affiliates incurred in connection with this Agreement, including any fees or expenses of legal counsel to Hazardous Materials from, at Seller and fees and expenses of Hxxxxxxx Lxxxx or on the Site or the other Assets (the “Seller Exposure Liability”)any of its Affiliates; (d) liabilities, known or unknown, to the extent any Liabilities arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers pending litigation set forth in conducting the Business before the Closing DateSchedule 4.09, excluding the Product Inventory comprised of MTBE conveyed Liabilities assumed by Buyer pursuant to the Purchaser at the Closing (the “Seller MTBE Liability”)Section 2.03(h) hereof; (e) subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any obligation under of the Acquired Assets attributable to any period (ior portion thereof) each Assumed Contract, related ending on or prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical any retrospective premiums, reinsurance payments, payments under reimbursement contracts or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assetsother adjustments under any insurance policy covering any Retained Liability; (g) liabilities (including accounts payable) owed all Liabilities relating to any agreement or arrangement not transferred to or acquired by either Seller Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsClosing; (h) liabilities for subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities to Employees or former employees of the Business, including, without limitation, all Liabilities under the Plans and all other employee benefit plans maintained by Seller or any of its Affiliates; (i) Taxes subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities of either Seller not related GH Securities attributable to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods any period (or portions portion thereof) ending on or before prior to the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon;Closing; and (j) liabilities associated withall Liabilities relating to the Business or any of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, related may constitute or are alleged to constitute a tort, breach of contract or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject violation of, or owned noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11Environmental Law, in each case to the extent attributable to periods arising from or based on Seller’s or any of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellersits Affiliates’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject ofconduct, or owned or operated after the Closing Date pursuant failure to the terms ofact, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions occurring during the period after of Seller’s title to the Closing, it being understood that related Acquired Assets. In the respective rights, obligations and liabilities event of a conflict between the Purchaser definition of “Assumed Liabilities” and the Seller party thereto with respect to such matters will be governed solely by definition of “Retained Liabilities”, the relevant Commercial Agreementdefinition of “Assumed Liabilities” shall control.

Retained Liabilities. The Notwithstanding anything to the contrary contained herein, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of the Sellers shall retain liability to third parties for the following of any kind, character, nature or description whatsoever (the “"Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation "), with respect to the Star Lake Canal sitefollowing: (i) Liabilities for Taxes as set forth in Article XII hereof; (ii) any Liabilities in any way relating to the Business or the APX Continuing Business and owed to any of the Sellers or any of their Affiliates other than the Liabilities set forth in Section 15.03 of the Disclosure Schedule and those reflected in the Effective Date Balance Sheet; (iii) Liabilities relating to the Excluded Assets and all Liabilities relating to or arising in connection with or as a result of actions taken or omitted to be taken by the Sellers in connection with the Non-Core Businesses listed in Section 6.05 of the Disclosure Schedule or the Non-Core Assets, EPA ID TX0001414341including, without limitation, all Liabilities arising out of Body Systems and Assembly Cutlass Convertible Program, including, without limitation, Liabilities arising out of any warranty obligations with respect thereto; (iv) any Funded Indebtedness; (v) subject to the “Seller Off Site Disposal Liability”); provisions of Section 18.18, Liabilities under any self-insurance maintained by the Sellers during the Interim Period except to the extent of any applicable deductible; (bvi) fines and penalties imposed by Governmental Entities for violations before except to the extent assumed under Article XIII, Liabilities arising in any way from the employment, compensation, benefits, or coverage under any Employee Benefit Plan or Employee Benefit Arrangement, of any employee, agent, contractor or consultant engaged in the Business at any time prior to the Closing Date who is not an Interim Employee or a Transferred Employee; (vii) except to the extent assumed under Article XIII, Liabilities arising under any Employee Benefit Plan or Employee Benefit Arrangement with respect to any Interim Employee or any Transferred Employee; (viii) Liabilities resulting from or relating to claims for indemnification by any past or present officers or directors of Environmental Laws or Environmental Permits either Seller; (the “Seller Environmental Fines and Penalties Liability”); (cix) liabilities, known or unknownLiabilities for Permitted Payments, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller such Permitted Payments are included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; Interim Period Cash Flow; (fx) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date except to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller assumed under Article XIII, Liabilities resulting from or relating to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related facts and circumstances giving rise to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.Corbxx x.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary contained in this Agreement, except as otherwise set forth in the Employee Matters Agreement, it is expressly understood and agreed that there shall retain liability be excluded from the Liabilities being assumed by AHD pursuant to third parties for Section 2.4 all Liabilities of Atlas or any of the Atlas Subsidiaries (including the Purchased Entities) that are not described in Section 2.4 and the following Liabilities of Atlas or any of the Atlas Subsidiaries (including the Purchased Entities) (collectively, the “Retained Liabilities”): (a) liabilities all Liabilities to the extent arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating or resulting from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Retained Assets; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”other than Indebtedness described in Section 2.4(h), all Indebtedness; (c) liabilities, known all Liabilities for which Atlas or unknown, any of the Atlas Subsidiaries is expressly responsible pursuant hereto or pursuant to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Ancillary Agreement; (d) liabilities, known or unknown, all Liabilities relating to Hxxxxx (other than the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”New Hedge Contract); (e) any obligation under (i) each Assumed Contractfees, related expenses, indemnification obligations and other Liabilities owed by Atlas or the Atlas Subsidiaries to their respective advisors, including Jefferies & Co., Incorporated and its Affiliates and Deutsche Bank Securities Inc., on account of the rights under each Assumed Contract assigned acquisition advisory services provided to Atlas and the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the AssetsAtlas Subsidiaries by such advisors, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) any other costs or (iii), required to be performed before the Closing Date; and expenses incurred by Atlas or any indebtedness of either Seller in respect of the AssetsAtlas Subsidiaries in connection with the transactions contemplated hereby, to the extent not taken into account in Merger and/or the determination of Final Net Working Capital;Laurel Mountain Acquisition; and (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementTaxes.

Retained Liabilities. The Sellers Other than the Assumed Liabilities, Buyer shall retain liability not assume and shall not be responsible to third parties for the following pay, perform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”):), including the following: (a) liabilities any obligation or Liability arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)any Mortgage Loan that is not a Pipeline Loan; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date any obligation or Liability arising out of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties relating to any Pipeline Loan that is not an Assumed Liability”); (c) liabilities, known any obligation or unknown, Liability arising out of or relating to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Excluded Businesses; (d) liabilitiesall Liabilities and obligations for (i) Taxes of Seller and its Affiliates for any period, known (ii) Taxes (including, without limitation, any amounts owed by Buyer relating to Taxes pursuant to a contract or unknown, otherwise) relating to the extent arising from Purchased Assets or the MTBE that was manufactured, sold, processed, used Assumed Liabilities for any taxable period ending on or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed (iii) Straddle Period Taxes for which Seller is responsible pursuant to the Purchaser at the Closing Section 6.08(b), and (the “iv) any Taxes for which Seller MTBE Liability”is responsible pursuant to Section 6.08(a); (e) any obligation under (i) each Assumed or Liability arising out of or relating to any Contract of Seller that is not an Assigned Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical any obligation or bodily injuries to, Liability of Seller with respect to any employee or damage former employee of Seller and any obligation or Liability of Seller under or with respect to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assetsany Seller Benefit Plan; (g) liabilities (including accounts payable) owed by either any obligation or Liability of Seller arising out of or related to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Excluded Assets; (h) liabilities for (i) Taxes any obligation or Liability of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)arising out of this Agreement; (i) liabilities for except as otherwise provided in Section 2.01(i), any indebtedness litigation of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereonSeller; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case Indebtedness of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementSeller; (k) liabilities arising in connection except as otherwise specifically set forth herein with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, respect to the extent arising from Purchased Assets and Assumed Liabilities, any act obligation or omission Liability of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case existing immediately prior to the extent attributable Effective Date or arising out of any transaction entered into by Seller prior to periods of time before the Closing Effective Date; and (nl) all other liabilities (other than those the subject matter except as otherwise specifically provided herein, any obligation or Liability of clauses (a) through (m) above or that are the subject any Affiliate of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementSeller.

Retained Liabilities. The Buyer shall not assume and at the Closing Sellers shall retain liability retain, be responsible for and pay, perform and discharge when due, all of the liabilities and obligations relating to third parties for or arising from the following (collectively referred to herein as the “"Retained Liabilities”"): (a) liabilities any indebtedness for money borrowed by Citizens or LGSN (including items due to a Seller or its Affiliates) other than payment obligations arising from disposal off-site of the Facilities before after the Closing Date (i) under any equipment lease listed in Part VIII of Hazardous Materials originating from the Facilities Schedule 5.12, (ii) under any line extension Contracts or the JWWTP similar construction arrangements and (including without limitation with iii) in respect to the Star Lake Canal siteof customer deposits or advances, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts, deposits, advances and similar arrangements do not create indebtedness for money borrowed; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date Taxes of Environmental Laws Citizens or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)LGSN or any of their Affiliates; (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Excluded Assets; (d) liabilitiesNon-Transferred Employees, known or unknown, the Employee Plans and the Employee Agreements (except in each case to the extent otherwise provided in Article X) and any breach or default by, or obligations of, Citizens or LGSN with respect to any Transferred Employee occurring, arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before accruing on or prior to the Closing DateDate or occurring, excluding the Product Inventory comprised of MTBE conveyed arising or accruing with respect to any event which occurred on or prior to the Purchaser at Closing Date (except to the Closing (extent any such obligation becomes the “Seller MTBE Liability”obligation of Buyer in accordance with Article X); (e) the Proceedings listed on Schedule 5.8 and all other Proceedings, other than General Proceedings, involving Citizens or LGSN, the Assets or the Business based on conduct (including Citizens' or LGSN's performance under any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in among the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) action, facts, circumstances or (iii)conditions existing, required to be performed arising or occurring on or before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Environmental Liabilities with respect to any action, fact, circumstance or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date condition to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller existing, arising or any Affiliate of the Sellers occurring on or before the Closing Date in other than with respect to the existence of non-friable asbestos and asbestos-containing materials (to the Business, extent the Facilities same do not violate existing Environmental Law) and any post-Closing activity that disturbs asbestos or asbestos-containing materials; (g) any obligation or liability owing to either Seller or any other Assets;of their Affiliates; and (h) all other liabilities for (i) Taxes or obligations, whether known or unknown, accrued or contingent, of either Seller not related Citizens or LGSN relating to or associated with arising from the Business, ownership or use of the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods operation or conduct of the Business by Citizens or LGSN (or portions thereoftheir predecessors in interest) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above not an Assumed Liability or that are becomes the subject responsibility of the Sellers’ representations and warranties Buyer as provided in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.X.

Retained Liabilities. The Sellers Each Seller shall retain liability to third parties for and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of such Seller (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site subject to the provisions of Section 10.4 or as expressly set forth in this Agreement, all trade payables and other payment obligations of Sellers that relate to the operation of the Facilities before Business on or prior to the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Date; (b) fines all long-term debt of Sellers (including indebtedness to the Lienholders) and penalties imposed by Governmental Entities for violations before the Closing Date debt of Environmental Laws Sellers owed to any one or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)more of its Affiliates, but excluding liabilities assumed pursuant to Article VIII hereof; (c) liabilities, known or unknown, subject to the extent arising from provisions of Sections 10.4 and 10.9, all Taxes of Sellers or their Affiliates attributable to the exposure before operation of the Business or the use, ownership or operation of the Acquired Assets for all Tax periods (or portions thereof), ending on or prior to the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Date; (d) liabilities, known or unknown, except to the extent otherwise provided in Article VIII, all liabilities and obligations arising from the MTBE that was manufactured, sold, processed, used on or stored by the Sellers in conducting the Business before prior to the Closing DateDate with respect to employees who, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under upon Closing, will be Transferred Employees, including (i) each Assumed Contractall liabilities, related responsibilities and obligations relating to the rights under each Assumed Contract assigned to the Purchaser under the Assignment collective bargaining agreements or other union contracts, and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) any such liabilities or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical obligations that arise on or bodily injuries to, or damage to the property of, third parties that occurred before after the Closing Date to the extent caused by that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or prior to the physical condition of Closing Date, but excluding any Future Regulatory Obligations with respect to the AssetsTransferred Employees; (ge) liabilities (including accounts payable) owed by either Seller all liabilities, responsibilities and obligations for litigation and claims of third parties arising out of an occurrence on or prior to the Closing Date, other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not than litigation and claims related to or associated with Future Regulatory Obligations and Interim Capital Expenditure Obligations (except Retained Future Regulatory Obligations and Retained Interim Capital Expenditure Obligations which shall remain the Businessliability of Sellers); provided, the Facilities or the other Assetshowever, Sellers shall have no liability for claims by third parties which have not been asserted within five (ii5) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated years after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (nf) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI)liabilities, known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities responsibilities and obligations with respect to such asset thereunder for matters attributable to operations the Excluded Assets and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementExcluded Contracts.

Retained Liabilities. The Sellers shall retain liability Subject to third parties for the terms of this Agreement, Seller hereby expressly retains and agrees to pay, perform, and discharge the following duties, obligations, and Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site the performance of the Facilities before terms, conditions, and covenants of, and the Closing Date discharge of Hazardous Materials originating from Seller’s duties, obligations, and Liabilities (other than obligations or Liabilities for the Facilities or payment of money) arising under the JWWTP (including without limitation with respect terms of, the Leases, the Real Property Interests, the Transferable Permits, and the Contracts for the period prior to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Possession Time; (b) fines except for Assumed Liabilities, all obligations and penalties imposed by Governmental Entities Liabilities of Seller for violations before the Closing Date payment of Environmental Laws or Environmental Permits money with respect to the Assets (including, without limitation, the “Seller Environmental Fines payment of Seller’s costs and Penalties Liability”)expenses incurred in connection with the Assets and the payment of Seller’s royalties, overriding royalties, and other similar burdens on production, as well as all rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the Leases) for the period prior to the Effective Time; (c) liabilities, known or unknown, all Claims and Liabilities relating to the extent arising from the exposure before the Closing Date payment of any employeetaxes (including interest, former employeepenalties, Independent Contractor or former independent contractor of either and additions to tax) for which Seller or other Person has agreed to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)be responsible hereunder; (d) liabilitiesexcept for Assumed Liabilities, known all Claims and Liabilities, whether in contract, in tort, or unknownarising by operation of Law, against or suffered by Seller that relate in any way to, the Assets (INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF BUYER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES), to extent that any such Claim or Liability, or the extent arising from the MTBE that was manufacturedacts, soldomissions, processedevents, used or stored by the Sellers in conducting the Business before the Closing Dateconditions giving rise thereto, excluding the Product Inventory comprised of MTBE conveyed arose, occurred, or existed prior to the Purchaser at Possession Time, regardless of whether such Claim or Liability has been asserted as of the Closing (the “Seller MTBE Liability”)Possession Time; (e) all Claims (if any) of third Persons, whether as the result of audits or otherwise, to refunds, adjustments, settlements of disputes, or other amounts of any obligation kind due under (i) each Assumed Contractthe terms of the Leases, related the Real Property Interests, the Transferable Permits, or the Contracts and attributable to the rights under each Assumed Contract assigned period prior to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalEffective Time; (f) physical or bodily injuries to, or damage all amounts payable by Seller under the terms of all exchange traded futures contracts and over-the-counter derivative contracts to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition which Seller is a party as of the AssetsEffective Time, including, without limitation, all breakage costs (if any) incurred by Seller under the terms of any such agreement as the result of the transactions contemplated in this Agreement; (g) liabilities all indebtedness (including accounts payableif any) owed by either Seller to the other Seller of Seller, whether or not encumbering all or any Affiliate portion of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Except as expressly provided in Section 2.6, Buyer shall not assume or be liable for (nor shall Buyer cause any of its Affiliates to assume or be liable for) any other Liabilities of Sellers shall retain liability or any of their Affiliates, whether or not relating to third parties for the following Business (the “Retained Liabilities”):), including the following: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal siteExcept as set forth in Section 2.6(b), EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)any Indebtedness; (b) fines Any and penalties imposed by Governmental Entities all Liabilities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “which any Seller Environmental Fines and Penalties Liability”)expressly has responsibility pursuant to this Agreement; (c) liabilitiesAny and all Liabilities that relate to, known or unknownarise out of, to the extent arising from the exposure before the Closing Date directly or indirectly any Seller’s or any of its Affiliate’s operation of any employee, former employee, Independent Contractor business or former independent contractor of either Seller or division other Person to Hazardous Materials from, at or on than the Site or the other Assets (the “Seller Exposure Liability”)Business; (d) liabilitiesAny Liabilities of Pro Canadian and any Liabilities of any Subsidiary of Pro Canadian, known or unknownin each case, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed unrelated to the Purchaser at the Closing (the “Seller MTBE Liability”)Business; (e) Any and all Liabilities of any obligation under Purchased Company or any Subsidiary of a Purchased Company that arises by virtue (iif applicable) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either it being an ERISA Affiliate of any Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalits Affiliates; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date Any and all Liabilities to the extent caused by arising out of or related to the physical condition of Excluded Assets or included in the AssetsSpecified Assets and Liabilities; (g) liabilities Except as set forth in Section 5.7, any Liabilities relating to or arising under any Benefit Plan ; (including accounts payableh) owed by either Seller Any and all Liabilities for Taxes for which Sellers are responsible pursuant to Section 6.1; (i) Except as set forth in Section 5.7, any and all Liabilities of the HDS Group or any of its Affiliates in respect of (1) Business Employees related to pre-Closing periods or as a result of the Closing or (2) any Inactive Current Business Employee related to any period before the Return Date of such Inactive Current Business Employee or as a result of the Closing; (j) Any and all Liabilities relating in any way to the Jacksonville Site, including the cleanup of environmental contamination at or from such Real Property and any third-party claims associated with such Real Property; (k) Any and all Liabilities relating to or arising out of the Pre-Closing Restructuring; (l) Any and all Liabilities relating to or arising out of any performance bond, bid bond, letter of credit, guaranty or other similar instrument of any Seller or any Affiliate of any Seller, to the Sellers on or before the extent any such Liability relates to any pre-Closing Date in respect of the Business, the Facilities or any other Assetsperiod; (hm) liabilities for (i) Taxes of either Seller not related to Any and all Liabilities that relate to, or associated with the Businessarise out of, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Restrictive Covenant Contracts; (in) liabilities for Any and all Liabilities related to the matters set forth on Section 2.7(n) of the Seller Disclosure Schedules; and (o) Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by any indebtedness of either Seller or any Affiliate of either any Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement auction or other labor arrangement, including any grievances, sale process to sell the extent arising from any act Business or omission the negotiation and execution of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement.

Retained Liabilities. The Notwithstanding anything to the contrary contained herein, the Sellers shall retain liability to third parties for retain, and Purchaser shall not assume, any and all Liabilities of the following Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities (the “Retained Liabilities”):), including: (a) liabilities Liabilities arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect related to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines Liabilities of the Sellers or any of their respective Affiliates or ERISA Affiliates relating to any current or former employee or other service provider of the Sellers or any of their respective Affiliates, or any dependent or beneficiary thereof, which is not an Assumed Liability, including: (i) any Liability arising under any Seller Benefit Plan, including any Multiemployer Plan or other Pension Plan; (ii) any Liability that constitutes a Withdrawal Liability, COBRA Liability or WARN Liability; (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by the Sellers or any of their respective Affiliates of any current or former employee or other service provider; and penalties imposed by Governmental Entities (iv) any Liability for violations before wages, remuneration, compensation (including any bonuses due any employee arising as a result of the Closing transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of any Seller or any of its Affiliates (including any Business Employee) who does not become a Transferred Business Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transferred Business Employee, incurred, accruing or arising prior to the Employment Commencement Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)applicable to such Transferred Business Employee; (c) liabilities, known or unknown, Any and all Liabilities with respect to the extent arising from the exposure before the Closing Date Indebtedness of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)any of its Affiliates; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “All Seller MTBE Liability”)Transaction Expenses; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Liabilities for Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements)Taxes; in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital;and (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m2.7(f), 4.10, or 4.11, in each case to the extent attributable to periods . The Parties acknowledge and agree that neither Purchaser nor any of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters its Affiliates will be governed solely by the relevant Commercial Agreementrequired to assume or retain any Retained Liabilities.

Retained Liabilities. The Sellers Except in each case as otherwise expressly provided in this Agreement, none of Buyer or any Buyer Designee or any of their Subsidiaries shall retain liability be a successor to third parties Seller or any of its Subsidiaries (other than, for the following avoidance of doubt, the Transferred Entities and the JV Entities) 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 Seller or any of its Subsidiaries other than the Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”):). Without limiting the generality of the foregoing, none of Buyer, any Buyer Designee or any of their Subsidiaries assumes or agrees to pay, perform or otherwise discharge the following Liabilities of Seller or any of its Subsidiaries: (a) liabilities all obligations and Liabilities primarily relating to or arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities any Retained Assets or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)any Retained Business; (b) fines all obligations and penalties imposed by Governmental Entities Liabilities arising from or in connection with the Reorganization (including costs and expenses incurred in connection therewith) excluding obligations and Liabilities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”Transfer Taxes which are addressed in Section 6.02(a); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either all obligations and Liabilities for Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Taxes; (d) liabilities, known or unknown, all obligations and Liabilities for which Seller is made responsible pursuant to the extent arising from terms of this Agreement or the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Transaction Documents; (e) any obligation under all of the out-of-pocket fees and expenses (i) each Assumed Contractincluding all fees, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assetsexpenses, and (iiidisbursements of counsel, accountants, investment bankers, experts, and consultants to Seller or any of its Subsidiaries) each JWWTP Agreementincurred by Seller or any of its Subsidiaries in connection with the preparation, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i)negotiation, (ii) or (iii)execution, required to be performed before the Closing Date; and any indebtedness of either Seller in respect consummation of the Assets, to transactions contemplated by this Agreement (including the extent not taken into account in the determination of Final Net Working CapitalReorganization); (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition obligations and Liabilities set forth in Section 2.06(f) of the Assets;Seller Disclosure Schedule; and (g) liabilities (including accounts payable) owed by either Seller all personal injury claims arising from the actual or alleged exposure prior to the other Seller Closing to asbestos contained in or forming part of any Owned Real Property or Leased Real Property of any Transferred Entity or JV Entity or any Affiliate of the Sellers on their respective predecessor companies or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related way relating to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Transferred Asset, excluding, in the case of an Excluded Asset that is the subject of, Transferred Interest or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementJV Interest.

Retained Liabilities. The Sellers Other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the foregoing, Seller shall retain liability and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to third parties for the following conduct of the Business (collectively, the “Retained Liabilities”):). The Retained Liabilities shall include: 2.4.1 any Liability arising prior to the Effective Time from or under any Contracts relating to the Acquired Assets, other than as set forth in Section 2.3.2; 2.4.2 notwithstanding the foregoing, for greater certainty, any obligations of Seller under (a) liabilities arising from disposal off-site the Consent to Assignment of the Facilities before the Closing Date License Agreement among Inflazyme Inc., Biolipox AB (publ.), The University of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal siteBritish Columbia and The University of Alberta dated November 16, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); 2007, and (b) fines and penalties imposed by Governmental Entities the Biolipox-Inflazyme Asset Purchase Agreement. 2.4.3 any Liability for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesTaxes, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under including: (i) each Assumed Contract, related any Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, Effective Time; (ii) each License subject to Section 3.4, any Taxes that will arise as a result of either Seller included in the Assets, sale of the Acquired Assets pursuant to this Agreement; and (iii) each JWWTP Agreement, related any deferred Taxes of any nature; 2.4.4 any Liability arising prior to the rights Effective Time from or under each JWWTP Agreement assigned any environmental Legal Requirement or any occupational safety and health Legal Requirement; 2.4.5 any Liability relating to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and Designated Excluded Assets; 2.4.6 any indebtedness of either Seller Liability in respect of any employees of Seller; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2.4.7 any Liability incurred by or on behalf of Seller arising from the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyContemplated Transactions, including any interest or penalties accrued thereon; (j) liabilities associated withall legal fees, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities costs and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising disbursements payable in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementtherewith.

Retained Liabilities. The Sellers parties specifically acknowledge that Buyer is not agreeing to assume, and shall retain liability not be liable or responsible for, any Liability of the Company or any Affiliate of the Company other than the Assumed Liabilities and that nothing in this Agreement, including this Section 2.4, will be construed as an agreement otherwise. Without limiting the foregoing and notwithstanding anything to third parties for the contrary contained in this Section 2.4 or elsewhere in this Agreement, the following Liabilities of Seller are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assumed Liabilities and will be retained by Seller and remain the sole responsibility of Seller following the Closing (the “Retained Liabilities”): (a) liabilities any Liability arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities out of, in connection with or the JWWTP (including without limitation with respect relating to the Star Lake Canal siteany loan or other indebtedness, EPA ID TX0001414341) (the “Seller Off Site Disposal unless such Liability is an Assumed Liability”); (b) fines any Liability arising prior to Closing out of, in connection with or relating to any of the Acquired Assets, including the Acquired Leases and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)other Acquired Contracts; (c) liabilitiesany Liability arising out of, known in connection with or unknownrelating to any assets, to properties or Contracts that are not included in the extent arising from Acquired Assets, including the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Excluded Assets; (d) liabilitiesany Liability arising out of, known in connection with or unknownrelating to any Taxes attributable to or imposed upon the Company or its Affiliates, or attributable to or imposed upon the extent arising from Acquired Assets for the MTBE that was manufacturedPre-Closing Period, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, but excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)any Transfer Taxes; (e) any obligation under (i) each Assumed ContractLiability arising out of, related in connection with or relating to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalPlan; (f) physical any Liability arising out of, in connection with or bodily injuries to, or damage relating to the property ofCompany’s disposition of an application for employment, third parties that occurred before the Closing Date to employment of any employee or the extent caused by the physical condition termination of the Assetsemployment of any employee; (g) liabilities (including accounts payable) owed by either Seller any Liability of the Company to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsCompany; (h) liabilities for (i) Taxes any Liability of either Seller not related to or associated with the BusinessCompany under this Agreement, the Facilities other Transaction Agreements or any other Contract between the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date Company and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Buyer; (i) liabilities any payment obligation for any indebtedness of either Seller goods or any Affiliate of either Seller with respect services provided to borrowed moneythe Company before the Closing Date, including any interest or penalties accrued thereonunless such Liability is an Assumed Liability; (j) liabilities associated with, related to or any Liability arising from any Excluded Asset, excludingfrom, in the case of an Excluded Asset that is the subject of, connection with or owned or operated after the Closing Date pursuant relating to the terms of, a Commercial Agreement, the PurchaserCompany’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period acts or omissions occurring after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities any Liability arising from, in connection with or relating to the breach of any Seller Benefit Plan Contract on or ERISA Affiliate Planprior to the Closing or any Liability for payments or amounts due under any Contract on or prior to the Closing; (l) liabilities under any Liability arising as a result of the CBAs any legal or equitable action or judicial or administrative proceeding initiated at any other collective bargaining agreement or other labor arrangement, including any grievancestime, to the extent arising from related to any act action or omission of either Seller on or any Affiliate of either Seller before prior to the ClosingClosing Date, unless such Liability is an Assumed Liability; (m) liabilities set forth on Schedule 2.5(many Liability for expenses and fees incurred by the Company in or incidental to the preparation of the Transaction Agreements, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including all banking, advisory, broker, counsel and accounting fees; (n) any Liability to any holder of any equity interest in the Company; (o) any Liability of the Company for worker health claims (including but not limited to claims or damages for worker’s compensation, personal injury, disease, or death claims), 4.10natural resources damage claims, and any other claims by third parties for any personal injury or property damage arising or resulting from, or 4.11Remedial Action to address, in each case environmental contamination found on or emanating from the Real Property, other than the Assumed Liabilities, for events occurring or conditions existing on or under the Real Property prior to the extent attributable Closing Date that are unknown to periods the Buyer as of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or provided, however, that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknownBuyer shall not be entitled to indemnification with respect to any such claim, to the extent arising under current that such claim is discovered or prior applicable Law identified: (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a) as a change in result of any invasive environmental investigation or sampling at the common law after the Closing) from the ownership, operation or use Real Property on behalf of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated Buyer after the Closing Date pursuant unless such investigation or sampling was required under applicable Environmental Law, or (b) as a result of Buyer requesting any Governmental Authority or other Person to investigate any matter, take any corrective action or enforce any rights in a manner that materially prejudices Seller’s responsibilities under this Section 2.4, unless required to do so under applicable Environmental Law. Notwithstanding the terms offoregoing, communication or correspondence by Buyer with a Commercial AgreementGovernmental Authority or other Person for purposes of any legally required reporting of any pre-Closing conditions of material non-compliance with Environmental Law shall not cause Buyer to forfeit the right to indemnification for any costs arising out of or in connection with any environmental indemnification claim; (p) fines or penalties relating to noncompliance with Environmental Permits or Environmental Laws that occurred prior to Closing, the Purchaser’s liabilities and obligations but not including any fines or penalties relating to Assumed Liability 2.3(c); and (q) any Liability with respect to such asset thereunder for matters attributable to operations and transactions during or arising out of claims of creditors of the period after the Closing, it being understood Company that the respective rights, obligations and liabilities Transaction constitutes a fraudulent transfer or conveyance of the Purchaser and assets of the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementCompany.

Retained Liabilities. The Sellers liabilities and obligations which shall retain liability to third parties for be retained by the following Company (the “"Retained Liabilities”):") shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Company relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)indebtedness for borrowed money; (b) fines and penalties imposed by Governmental Entities for violations before all liabilities of the Closing Date Company resulting from, constituting or relating to a breach of Environmental Laws any of the representations, warranties, covenants or Environmental Permits (agreements of the “Seller Environmental Fines and Penalties Liability”)Company under this Agreement in accordance with the indemnification provisions of this Agreement; (c) liabilitiesall liabilities of the Company for federal, known state, local or unknownforeign Taxes, including Taxes incurred in respect of or measured by the income of the Company earned on or realized prior to the extent arising Closing Date, including any gain and income from the exposure before sale of the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or Purchased Assets and other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)transactions contemplated herein; (d) liabilitiesall liabilities for all environmental, known ecological, health or unknown, safety claims to the extent arising from out of the MTBE that was manufactured, sold, processed, used operation of the Business or stored the Purchased Assets by the Sellers in conducting the Business Company on or before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related all liabilities of the Company arising in connection with its operations unrelated to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included Business except as otherwise specifically provided in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalSchedule 1.3; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition any liability of the AssetsCompany based on its tortious or illegal conduct; (g) liabilities (including accounts payable) owed any liability or obligation incurred by either Seller to the Company in connection with the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including, without limitation, all legal, accounting, brokers', finders' and other Seller professional fees and expenses other than through Healtheon's or any Affiliate Acquisition Sub's breach of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assetsthis Agreement; (h) liabilities for (i) Taxes of either Seller not related to any liability or associated obligation incurred by the Company in connection with the Businessnegotiation, execution or performance of, and settlement of any claims pertaining to, the Facilities or Netsource Agreement (as defined herein) and the transactions contemplated thereby, including, without limitation, all legal, accounting, brokers', finders' and other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date professional fees and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);expenses; and (i) all liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in incurred by the case of an Excluded Asset that is the subject of, or owned or operated Company after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities other than through Healtheon's or Acquisition Sub's breach of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; this Agreement (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, except to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(msuch liability is specifically assumed by Acquisition Sub), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary set forth in this Agreement, the Trust Subsidiary will not assume, pay or discharge, and Buyer will not assume, pay or discharge, by virtue of the terms of this Agreement or otherwise, any debts, liabilities, obligations, contracts, loans, commitments, or undertakings of the Seller, whether fixed, liquidated, contingent or otherwise, and whether related to the Business or otherwise, except, with respect to the Trust Subsidiary, for those Assumed Liabilities expressly described or referred to in Section 2.03. All liabilities, debts, obligations, contracts, loans, commitments or undertakings of Seller not so assumed by the Trust Subsidiary shall retain liability be retained by the Seller and shall be hereinafter referred to third parties for as the following (the “"Retained Liabilities”):" and shall include, without limitation, the following: (a) All liabilities arising from disposal off-site of the Facilities before the Closing Date Seller arising solely out of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect relating solely to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Retained Assets at any time; (b) fines All liabilities of Seller incurred in connection with the Purchased Assets and penalties imposed by Governmental Entities for violations before relating to the Closing Date of Environmental Laws or Environmental Permits (period prior to the “Seller Environmental Fines and Penalties Liability”)Asset Closing; (c) liabilitiesAll liabilities of the Seller for federal, known state or unknownforeign income, sales, use, payroll, excise or franchise taxes relating to or arising out of the operation of the Business for the period prior to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Asset Closing; (d) liabilitiesAll liabilities of the Seller for all environmental, known ecological, accident, health or unknown, other claims pertaining to or arising out of the operation of the Business or the Purchased Assets and relating to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed period prior to the Purchaser at the Closing (the “Seller MTBE Liability”)Asset Closing; (e) any obligation under All liabilities of the Seller to all of the Employees (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included as such term is defined in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 4.08 below), including the Transferred Employees (ii) or (iiias such term is defined in Section 7.04 below), required to be performed before the Closing Date; and arising at any time, including, without limitation, any liabilities or indebtedness of either the Seller in respect of any wages, back pay or other payroll-related items or taxes, any liabilities of the Assets, to Seller in connection with employee benefits or arising under any Employee Contract or Employee Plan (as such terms are defined in Section 4.08 below) or any liabilities of the extent Seller resulting from any termination-related or discrimination claims of any Employee whether or not taken into account in the determination of Final Net Working Capital;arising under any Employee Plan. (f) physical All liabilities of the Seller relating to the period prior to the Asset Closing and arising out of or bodily injuries toin connection with the Seller's services, actions, omissions or warranties, including, without limitation, any violation, breach, or damage to the property of, third parties that occurred before the Closing Date to the extent caused default by the physical condition Seller under or in respect of the Assetsany Trust Agreement or any Contract; (g) All liabilities (including contingent or otherwise) with respect to trust accounts payable) owed by either Seller which have been terminated prior to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsAsset Closing; (h) All liabilities for (i) Taxes of either Seller not related to or associated with and obligations arising under the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Trusteed Deposit Accounts; (i) All liabilities for any indebtedness of either the Seller or any Affiliate of either Seller arising in connection with respect its business and operations unrelated to borrowed money, including any interest or penalties accrued thereonthe Business; (j) liabilities associated with, related to Any liability or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and obligation incurred by the Seller party thereto in connection with respect to such matters will be governed solely by the relevant Commercial Agreementnegotiation, execution or performance of this Agreement including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (k) All liabilities arising and obligations incurred in connection with taking or failing to take the steps necessary to accomplish the appointment of the Trust Subsidiary as successor under the Trust Agreements, including without limitation, in the making or failing to make of any Seller Benefit Plan filings or ERISA Affiliate Plan;notices or in obtaining or failing to obtain any consents, permits or approvals required for the completion of the Asset Closing; and (l) liabilities under any Any liability, obligation, penalty, termination fee or other cost or expense arising out of the CBAs or assertion by any other collective bargaining agreement or other labor arrangement, including any grievances, party to a Trust Agreement that the transfer to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject Trust Subsidiary of the Sellers’ representations Seller's rights and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date interests thereunder pursuant to the terms of, of this Agreement constitutes a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and breach or default by the Seller party thereto with respect to under such matters will be governed solely by the relevant Commercial Trust Agreement.

Retained Liabilities. The Sellers shall retain liability to third parties for All Liabilities of Harpoon other than the following Assumed Liabilities (the “Retained Liabilities”):) shall remain the sole responsibility of Harpoon, including: (ai) liabilities all Liabilities of Harpoon arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP under this Agreement (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (performance of this Agreement following the “Seller Off Site Disposal Liability”Effective Time); (bii) fines and penalties imposed by Governmental Entities for violations before all Liabilities of Harpoon arising under the Retained Contracts, whether arising prior to, on or after the Closing Date Date; [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of Environmental Laws the Securities Act of 1933, as amended. (iii) all Liabilities of Harpoon pertaining to any Harpoon Intellectual Property, whether arising prior to, on or Environmental Permits after the Closing Date, other than Liabilities arising from Maverick exercising its rights under Section 2.2(a) (unless such Liabilities arise solely because any Harpoon Intellectual Property licensed under Section 2.2(a) was generated through the “Seller Environmental Fines and Penalties Liability”interference, infringement, violation or misappropriation of the Intellectual Property of another Person); (civ) liabilitiesall Liabilities of Harpoon relating to any Transferred Intellectual Property for interference, known infringement, violation or unknown, misappropriation with respect to the extent Intellectual Property of another Person, arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on prior to the Site or the other Assets (the “Seller Exposure Liability”)Effective Time; (dv) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)all Liabilities for Taxes for which Harpoon is responsible under Section 7.1; (evi) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License all Liabilities of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities Harpoon (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneycosts, including disbursements, Taxes, withholding and reporting) incurred in connection with the termination or transfer of employment of any interest or penalties accrued thereon; (j) liabilities associated with, related Harpoon Employee prior to or arising from any Excluded Asset, excluding, in connection with the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely contemplated by the relevant Commercial this Agreement; (kvii) liabilities all Liabilities of Harpoon arising in connection with any Seller Benefit Plan under the Harpoon Employee Plans, whether arising prior to, on or ERISA Affiliate Planafter the Closing Date; (lviii) liabilities all Liabilities of Harpoon under any of the CBAs Environmental Law relating to any real property owned or any other collective bargaining agreement leased by Harpoon prior to, on or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before after the Closing Date; and (nix) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations Liabilities incurred to complete, and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent otherwise arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Businessfrom, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementDistribution.

Retained Liabilities. The Sellers shall retain Notwithstanding anything in this Agreement to the contrary, any disclosure contained herein or made pursuant hereto, anything otherwise known to Buyer, Buyer does not assume and will not become responsible for any liability to third parties for or obligation (whether known or unknown) of Seller except the Assumed Liabilities. Without limiting the generality of the foregoing, the following (are included among the “Retained Liabilities”):Liabilities of Seller which Buyer does not expressly or impliedly assume: (ai) all accounts payable of Seller; (ii) all Indebtedness of Seller; (iii) all liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation Seller with respect to any expenses relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)transactions contemplated by this Agreement; (biv) fines and penalties imposed by Governmental Entities all liabilities of Seller with respect to all Taxes for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesall periods, known or unknown, to the extent whether arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding including, but not limited to, all Transfer Taxes resulting from or payable in connection with the Product Inventory comprised sale of MTBE conveyed the Purchased Assets pursuant to the Purchaser at the Closing (the “Seller MTBE Liability”)this Agreement; (ev) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License all liabilities of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyany pending, including threatened or unasserted litigation, claim, demand, investigation or proceeding including, without limitation, liabilities relating to insurance claims, any interest liabilities relating to the Leased Real Property or penalties accrued thereonto the Excluded Assets, and liabilities relating to any Tax owed or alleged to be owed to any Governmental Authority with respect to matters which occurred prior to the Closing Date; (jvi) liabilities associated with, related to any obligation or arising from any Excluded Asset, excluding, in the case liability of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising incurred in connection with any Seller Benefit Plan the execution, delivery or ERISA Affiliate Plan; (l) liabilities under any performance of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Datethis Agreement; and (nvii) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that Seller which are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto non-compliance with respect to such matters will be governed solely by the relevant Commercial Agreementapplicable Laws.

Retained Liabilities. The Sellers Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain liability to third parties for and pay, satisfy, discharge and perform in accordance with the following terms thereof, all liabilities and obligations other than the Assumed Liabilities (the “"Retained Liabilities”):"). Without limitation, the Retained Liabilities shall include: (a) all obligations or liabilities of Seller or any Affiliate of Seller in respect of the Contracts arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect attributable to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)period before Closing; (b) fines all obligations or liabilities of Seller or any Affiliate of Seller in respect of trade payables, other accounts payable and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)accrued expenses; (c) liabilities, known all obligations or unknown, to the extent arising from the exposure before the Closing Date liabilities of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person any Affiliate of Seller that relate to Hazardous Materials from, at or on any of the Site or the other Assets (the “Seller Exposure Liability”)Excluded Assets; (d) liabilities, known all obligations or unknown, liabilities of Seller or any Affiliate of Seller that relate to Taxes arising from or attributable to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business period before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Closing; (e) all obligations or liabilities for any obligation under (i) each Assumed Contractlegal, related accounting, investment banking, brokerage or similar fees or expenses incurred by Seller or any Affiliate of Seller in connection with, resulting from or attributable to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption transactions contemplated by this Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical all obligations or bodily injuries toliabilities of Seller or any Affiliate of Seller for any borrowed money, and all obligations or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition liabilities arising under any letter of the Assetscredit or guaranty issued in connection therewith; (g) all obligations or liabilities (including accounts payable) owed by either Seller to the other of Seller or any Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the Sellers on or before the Closing Date in respect operation of the Business, or the Facilities ownership or lease of any of the Assets or any other Assetsproperties or assets previously used in the Business at any time prior to the Closing, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, or violation of any legal requirement, contract or agreement by which Seller is bound; (h) liabilities for (i) Taxes all obligations in respect of either Seller not related to present or associated with the Business, the Facilities former employees or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness independent contractors of either Seller or any Affiliate of either Seller, including (i) claims for severance, unemployment compensation or insurance, any employee benefits or other compensation or damages by or on behalf of any present or former employees or independent contractors of Seller or by or on behalf of any Governmental Authority in respect of present or former employees or independent contractors of Seller; (ii) all liabilities and obligations of Seller or any Affiliate of Seller with respect to borrowed money, including present or former employees or independent contractors of Seller under any interest or penalties accrued thereon; Plan; and (jiii) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s all liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closingphysical, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement mental or other labor arrangement, including any grievances, to the extent arising from any act health conditions of present or omission former employees or independent contractors of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DateSeller; and (ni) any and all other obligations or liabilities (other than those the subject matter that Sellers may have to any third person arising out of clauses (a) through (m) above or that are the subject in connection with such person's employment with, investment in or relationship to any of the Sellers’ representations and warranties , or arising out of or in Article IV connection with the execution of this Agreement and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use consummation of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementcontemplated hereby.

Retained Liabilities. The Except as provided in Section 1.5(a) hereof, Sellers shall retain liability will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.5(b)), whether or not arising out of or relating to third parties for the following conduct of the Sellers or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) liabilities Liabilities relating to any Excluded Asset; (ii) Liabilities of Sellers that constitute trade payables; (iii) Liabilities of Sellers arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from disposal off-site any breach or default by any Seller (or any of its Affiliates) under any Assumed Contract that occurs prior to the Facilities before Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Closing Date Effective Time; (iv) Liabilities of Hazardous Materials originating from the Facilities Sellers arising under or the JWWTP relating to any Contract other than an Assumed Contract; (including without limitation v) Liabilities with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (eA) any obligation under (i) each Assumed ContractEmployee Plan maintained, related sponsored, contributed to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included or participated in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller Sellers or any Affiliate of Sellers for the Sellers on benefit of or before the Closing Date in respect relating to any current or former employee of the Business, Business (“Seller Employee Plan”) and the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related amendment to or associated with the Businesstermination of any Seller Employee Plan, the Facilities or the other Assets, (iiB) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for person at any indebtedness of either Seller time employed by Sellers or any Affiliate of either Seller Sellers (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to borrowed money, including any interest such person’s employment or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case termination of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely employment by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller Sellers or any Affiliate of either Seller before Sellers including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the ClosingEffective Time; (mvi) liabilities set forth Sellers’ deferred sales commissions; (vii) Liabilities of Sellers, based in whole or in part on Schedule 2.5(m)violations of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, 4.10, or 4.11, in each case except to the extent attributable to periods of time before that such Liabilities are identified in the Closing Date; andEnvironmental Reports. (nviii) Except as otherwise specifically provided in this Agreement, all other liabilities Liabilities of Sellers for any Tax for (other than those the subject matter of clauses (aA) through (m) above or that are the subject operations of the Sellers’ representations Business prior to the Effective Time; (B) Pre-Closing Tax Periods and warranties in Article IV and Straddle Tax Periods for the Sellers’ covenants in Article VI), known or unknown, Pre-35 Funeral Home to the extent arising under current or prior applicable Law specified in Section 5.13; (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in C) the common law after the Closing) from the ownership, operation or use transfer of the Business, the Facilities and the Acquired Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.; and

Retained Liabilities. The Sellers Except for the Assumed Liabilities, Purchaser shall retain not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for any Liabilities of Seller including Seller's Liabilities under this Agreement and the Operative Agreements and including, but not limited to third parties for the following (the “"Retained Liabilities”"): (ai) liabilities arising from disposal offany Liabilities of Seller in connection with the Pollution Control Bonds or claims by bondholders; (ii) any Environmental Fines and Penalties; (iii) any Off-site Site Environmental Liabilities; (iv) any Xxxxxxxx Falls Liabilities; (v) any Liabilities of the Facilities before the Closing Date Seller in respect of Hazardous Materials originating from the Facilities or the JWWTP any Excluded Assets; (including without limitation vi) any Liabilities of Seller for Taxes; (vii) any Liabilities of Seller with respect to commitments for the Star Lake Canal sitepurchase or sale of power or fuel, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”other than as provided in Section 1.02(a); (bviii) fines except as set forth in Section 5.03, any Liabilities relating to Seller's employment of, termination of employment of, provision of benefits to, and penalties imposed by Governmental Entities compensation of employees employed at the Assets, including but not limited to an Employee whose employment principally relates to any Assets, and any personal injury, discrimination, harassment, wrongful discharge or other wrongful employment practice, unfair labor practice, claims for violations before the Closing Date benefits (including claims arising under ERISA or workers' compensation laws), or similar claims or causes of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesaction, known or unknown, absolute or contingent, asserted or unasserted, of any such person arising out of acts or omissions occurring or otherwise attributable to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers period on or before the Closing Date Closing; and (ix) except as set forth in Section 5.03, any Liabilities of Seller relating to any Benefit Plan, or to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) of Seller, whether or not terminated, established, maintained or contributed to by Seller or any of its ERISA Affiliates at any time, or to which any of Seller or any of its ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non- compliance with COBRA or HIPAA; (D) with respect to noncompliance with any other applicable provision of the BusinessCode, the Facilities ERISA or any other Assets; applicable laws; or (hE) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyany suit, including any interest proceeding or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that claim which is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations brought against Purchaser with respect to any such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under , against any of the CBAs such Benefit Plan or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any ERISA Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10Plan, or 4.11, in each case to the extent attributable to periods against any fiduciary or former fiduciary of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above any such Benefit Plan or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementERISA Affiliate Plan.

Retained Liabilities. The Sellers At Closing, the Seller shall retain liability all Liabilities for, and the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to third parties the period prior to the Closing Date, including, without limitation, the Liability for the following payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”): ); provided, however, with the express exception of clause (aiv) liabilities arising from disposal off-site above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Facilities before Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including Retained Liabilities, which shall include, without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller Off Site Disposal LiabilitySeller’s Indemnity”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities; provided, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Businesshowever, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller Seller’s Indemnity with respect to borrowed money, including any interest or penalties accrued thereon; clause (jiv) liabilities associated with, related to or arising from any Excluded Asset, excluding, above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the PurchaserSeller’s liabilities and obligations Indemnity with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; clause (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (miv) above or that are the subject of the Sellers’ for representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities Section 7.2 shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use obligation of the Business, the Facilities EAGL Parent and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementnot Seller.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the following Assumed Liabilities, Buyer is not assuming and expressly disclaims the assumption of any Liabilities of Seller, whether or not such Liabilities arise from or relate to the Purchased Assets or the operation of the Business prior to the Closing (collectively, the “Retained Liabilities”):). Without limiting the generality of the foregoing, and solely for purposes of clarity, the Retained Liabilities include: (a) liabilities all Liabilities arising from disposal off-site of the Facilities before or relating to products sold, or services provided, on or prior to the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)that do not constitute Assumed Liabilities; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws all Liabilities arising from or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)relating to accrued expenses, accounts payable, indebtedness or other payment obligations that do not constitute Assumed Liabilities; (c) liabilities, known or unknown, to the extent all Liabilities arising from or relating to any Encumbrances (other than Permitted Encumbrances) related to Seller’s ownership of the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site Purchased Assets or the other Assets (Business and surviving the “Seller Exposure Liability”)Closing; (d) liabilities, known all Liabilities arising out of or unknown, in connection with any breach of the Assigned Contracts occurring prior to the extent Closing, and all Liabilities arising from the MTBE or relating to Contracts to which Seller is party that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)are not Assigned Contracts; (e) all Liabilities for any obligation under (i) each Assumed ContractTaxes arising from Seller’s use, related ownership or operation of the Purchased Assets or the conduct of the Business by Seller on and prior to the rights under each Assumed Contract assigned effective time of Closing, including any income Taxes that may be owing by Seller as a result of the sale of the Purchased Assets and including any Taxes described in Section 8.2 attributable to the Purchaser under the Assignment and Assumption Agreementpre-Closing Date portions of any Straddle Periods, (ii) each License but excluding any Taxes described in Section 8.2 attributable to post-Closing Date portions of either Seller included in the Assetsany Straddle Periods whether, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i)case, (ii) payable before or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalafter Closing; (f) physical all Liabilities arising from or bodily injuries to, relating to any Proceeding or damage Order to the property of, third parties that occurred before which Seller is a party or is otherwise bound as of the Closing Date to the extent caused by arising or related to a period prior to the physical condition of the AssetsClosing Date; (g) liabilities all Liabilities arising from or relating to Breaches of Law (including accounts payable) owed by either Seller Environmental and Safety Requirements), including any Breach of a Permit, occurring prior to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsClosing; (h) liabilities for (i) Taxes all Liabilities of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Parent; (i) liabilities for any indebtedness except as provided in the proviso of either Section 6.6(b)(i), all Liabilities of Seller arising from or any Affiliate of either Seller relating to the employment, retention or termination by Seller, or with respect to borrowed moneythe Business, Parent, of any of their current or former officers, directors, employees or independent contractors, including but not limited to all Liabilities for salaries, bonuses, withholding, expense reimbursements, benefits or severance payments (unless otherwise allocated between the parties elsewhere in this Agreement), all Liabilities arising from or relating to Seller’s or Parent’s compliance with applicable employment Laws, all Liabilities arising from or relating to any interest employment agreements that Seller or penalties accrued thereon;Parent may have executed with its employees and all Liabilities to indemnify, reimburse or advance any amounts to any officer, director, employee, consultant or other agent or representative of Seller or Parent (whether in connection with the transactions contemplated by this Agreement or otherwise); and (j) liabilities associated with, related to or all Liabilities otherwise arising from any Excluded Assetor relating to Seller’s use, excluding, in the case of an Excluded Asset that is the subject of, ownership or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities operation of the Purchaser and Purchased Assets or the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any conduct of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, Business prior to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementdo not constitute Assumed Liabilities.

Retained Liabilities. The Sellers shall Notwithstanding anything to the contrary set forth in this Agreement, the Partnership and its Affiliates (other than the Purchased Ventures) will retain liability to third parties for all Liabilities other than the following Assumed Liabilities (the “Retained Liabilities”):), including the following Liabilities, and such Retained Liabilities shall not be assumed by Purchaser or its Affiliates: (a) liabilities arising from disposal offAny and all 2013-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)2014 Harvest Liabilities; (b) fines Except as set forth in Section 2.5(b), any Indebtedness of the Partnership and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)its Affiliates; (c) liabilitiesOther than the Assumed Liabilities, any and all Liabilities to the extent relating to or arising from the operation of the Business or incurred in the operation of the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (d) Any and all Liabilities for which the Partnership or any of its Affiliates (other than the Purchased Ventures) expressly has responsibility pursuant to this Agreement or any other Ancillary Agreements; (e) Any and all Liabilities to the extent relating to or arising out of the Partnership’s or any of its Affiliates’ operation of any business other than the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (f) Any and all Liabilities relating to or arising out of the Purchased Contracts and Purchased Leases to the extent such Liabilities (i) arise from or relate to any breach or violation by the Partnership or any of its Affiliates prior to the Closing Date or (ii) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Purchased Contracts or Purchased Leases; (g) Any and all Liabilities of any Purchased Venture to the extent arising from or by virtue (if applicable) of it being an ERISA Affiliate of the Partnership or any of its Affiliates; (h) Any and all Liabilities accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted, to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Excluded Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for Except as set forth in Section 2.5, any indebtedness of either Seller Liabilities to the extent relating to or arising under any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereonPartnership Benefit Plan; (j) liabilities associated with, related to or arising from any Any and all Liabilities for Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement;Taxes; and (k) liabilities arising Any and all third party fees and expenses incurred by, or charged to, the Partnership and its Affiliates, whether paid or to be paid, in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any the negotiation, execution and consummation of the CBAs or any other collective bargaining agreement or other labor arrangementtransactions contemplated by this Agreement, including fees and expenses of advisors, the cost of recording or filing any grievances, documents required to the extent arising from any act be recorded or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, filed with respect to those liabilities arising under applicable common lawthe Purchased Real Property or Purchased Leases, and any costs incurred to provide abstracts of title for such liabilities shall be included without regard Purchased Real Property, but excluding any such fees and expenses which this Agreement specifically provides are the responsibility of Purchaser. Notwithstanding anything in this Agreement to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assetscontrary, in each case, before no event shall the Closing Date, excluding, in the case Retained Liabilities include more than a fifty one percent (51%) share of an Excluded Asset any Liabilities of Citree that is the subject of, are not Purchased Ventures Accepted Liabilities or owned or operated after the Closing Date pursuant to the terms of, more than a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood fifty percent (50%) share of Liabilities of Xxxxxx Road Partners that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementare not Purchased Ventures Accepted Liabilities.

Retained Liabilities. The Sellers shall retain Clorox Parent and its Subsidiaries will retain, and Purchaser will not assume, by virtue of this Agreement or the Contemplated Transactions, and will have no liability for, any Liabilities arising out of, relating to third parties for or otherwise in respect the following (collectively, the “Retained Liabilities”): (ai) liabilities arising from disposal offclaims of a default, breach, tort or non-site of the Facilities before the compliance under any Transferred Contract based on acts or omissions occurring prior to Closing; (ii) any Pre-Closing Date of Hazardous Materials originating from the Facilities Taxes for which Clorox Parent is responsible pursuant to Section 5.7(e) or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”Section 8.3(a); (biii) fines and penalties imposed unless specifically assumed by Governmental Entities Purchaser pursuant to Section 5.10, all Liabilities relating to or at any time arising in connection with (A) the employment or service with or termination of employment or service from any Business Operating Entity or Clorox Parent or any of its Affiliates of any Person for violations before any period ending on or prior to the Closing Date and (B) any Business Benefit Plan or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored or contributed to by Clorox Parent or any of Environmental Laws its Affiliates or Environmental Permits (the “Seller Environmental Fines and Penalties with respect to which Clorox Parent or any of its Affiliates has any Liability”); (civ) liabilitiesall Liabilities relating to (i) the employment of any UK Transferred Out Employees (or the termination of employment of such employees by Clorox Parent or Clorox U.K), known and any breach of regulations 11, 13 and 14 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or unknownthe Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 relating to the transfer of the U.K. Transferred Out Employees or (ii) any line of business conducted by Clorox U.K. other than the Business, including any Liabilities relating to costs of separating or removing any such line of business from Clorox U.K.; (v) accounts payable, accrued expenses and other current Liabilities of Clorox Parent or any of its Subsidiaries, except to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final U.K. Net Working Capital; (fvi) physical or bodily injuries to, or damage to the property Liabilities arising out of, third parties that occurred before the Closing Date relating to the extent caused by the physical condition or otherwise in respect of the Retained Assets; (gvii) liabilities any Intercompany Liabilities, other than any Liabilities incurred by Purchaser and its Subsidiaries (including accounts payablethe Transferred Companies after the Closing) owed under this Agreement or the Ancillary Agreements from and after the Closing Date; (viii) except as otherwise expressly contemplated herein or in an Ancillary Agreement, all out-of-pocket costs and expenses incurred by either Seller Clorox Parent or any of its Subsidiaries in connection with the Contemplated Transactions, including any fees and expenses payable to legal, accounting and financial advisors; (ix) Liabilities for Indebtedness to the other Seller extent not included in the Final Purchase Price; (x) Liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Affiliate similar foreign, state or local Law based on employees who are terminated by Clorox Parent or any of the Sellers on or before its Subsidiaries prior to the Closing Date Date. (xi) First Brands (Bermuda) Ltd. and its Subsidiaries, including without limitation, Liabilities arising out of, relating to or otherwise in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending Proceedings set forth on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenSchedule 2.2(f)(vi); (ixii) liabilities for Liabilities arising under Environmental Laws in respect of the Business or the operation or conduct of the Business prior to the Closing Date at any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereonlocation other than the Real Property; (jxiii) liabilities associated with, related to Liabilities arising under Environmental Laws resulting or arising from any Excluded Asset, excluding, in the case operation or conduct of an Excluded Asset that is the subject of, or owned or operated after Business prior to the Closing Date pursuant to at any location formerly owned or leased other than the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementReal Property; (kxiv) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities Liabilities of Clorox Parent and its Subsidiaries under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV this Agreement and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementAncillary Agreements.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities Notwithstanding anything in this Agreement to the contrary, Purchaser and Purchaser's Subsidiary shall not assume, and shall be deemed not to have assumed, any Liabilities of Seller or the Domestic Business except as provided in Section 2.3(a), and Seller shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, and indemnify Purchaser and its Subsidiaries against any loss, liability, damage or expense arising from disposal off-site all Liabilities of Seller and the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Domestic Business (including without limitation it being understood that Seller shall indemnify Purchaser in accordance with Section 9.1(a) hereof in proportion to Seller's ownership interest in each such Seller's Foreign Subsidiary with respect to Liabilities which arise in one of Seller's Foreign Subsidiaries to the Star Lake Canal siteextent such Liability would be considered a Retained Liability under subsections (i)-(xv) of this Section 2.4), EPA ID TX0001414341whether disclosed or undisclosed, whether known or unknown, other than the Assumed Liabilities (collec tively, the "Retained Liabilities"), including, without limitation, those Liabilities set forth below: (i) all Liabilities relating to the Retained Assets; (ii) all Liabilities each of Seller or its Subsidiaries has expressly agreed to retain, pay for or be responsible for pursuant to this Agreement; (iii) all Liabilities of the “Seller Off Site Disposal Liability”Business or the Business Subsidiaries arising out of the conduct of the Business on or prior to Closing (other than Liabilities of the Seller's Foreign Subsidiaries); (biv) fines and penalties imposed by Governmental Entities all Liabilities of the Business or a Business Subsidiary under Environmental Laws arising from activities occurring on or prior to the Closing; (v) all Liabilities of the Business or a Business Subsidiary, for violations before Taxes attributable to any period (or portion thereof) ending on or prior to Closing, including all Taxes arising out of the Business or the Assets, including any ad valorem, real or personal or intangible property, sales, personal, social security or other Taxes which are not due or assessed until after Closing but which are attributable to any period (or portion thereof) ending on or prior to Closing; (vi) all Liabilities (excluding Liabilities of Seller's Foreign Subsidiaries to the extent reflected on the Foreign Subsidiaries Balance Sheets) of the Business or a Business Subsidiary to the current or former employees of the Business or a Business Subsidiary relating to or arising out any period on or prior to the Closing Date except for Liabilities to current employees of Environmental Laws the Business or Environmental Permits a Business Subsidiary for vacation days accrued and sick pay earned under Seller's current programs; (vii) all Liabilities of Seller arising out of or related to any Encumbrances on any Asset, including, without limitation, any and all mortgages on any of the “Real Property other than such Liabilities arising out of or relating to the ownership, operation, use or disposition of the Assets after the Closing; (viii) all Liabilities (excluding Liabilities of Seller's Foreign Subsidiaries to the extent reflected on the Foreign Subsidiaries Balance Sheets) for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to Assets or products of the Business or a Business Subsidiary (or any part or component) designed, manufactured, serviced, leased or sold, or services performed, by the Business or a Business Subsidiary, including, without limitation, any such Liabilities based on negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use or allegations concerning any of the foregoing; (ix) all Liabilities arising from contracts related to the Domestic Business entered into by Seller Environmental Fines which, for whatever reason, are not assignable to Parent, Purchaser or Purchaser's Subsidiary as listed on Section 2.4(a)(ix) of the Disclosure Schedule; (x) all Liabilities arising from the pending litigation set forth on Section 2.4(a)(x) of the Disclosure Schedule and Penalties Liability”other litigation pending at the Closing (other than litigation being maintained or prosecuted for the benefit of the Business); (cxi) liabilitiesall Liabilities arising out of or relating to the Business or Assets or products of the Business or a Business Subsidiary and arising from events or circumstances occurring on or prior to the Closing (or any part or component) or services which are performed by the Business or a Business Subsidiary which constitute, known may constitute or unknownare alleged to constitute a tort, breach of contract or violation of, or noncompliance with any Applicable Law, including, without limitation, any relating to employment, workers' compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law; (xii) all Liabilities arising from Article VII of the Stock Purchase Agreement dated as of October 30, 1998 between Seller and Xxxx X. X' Xxxxx and Xxxxxx X. X'Xxxxx except to the extent arising from covered by the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”deferred compensation obligations set forth in Section 2.3(a)(iv); (dxiii) liabilitiesall Liabilities arising from the Stock Purchase Agreement dated as of December 9, known or unknown1998 between Seller and Xxxxxxx X. Xxxxxxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxxxx, Xx. Xxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx and the transactions contemplated thereby ("the Green Purchase Agreement") except to the extent arising from the MTBE that was manufactured, sold, processed, used or stored covered by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included deferred compensation obligations set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.3(a)(iv), (ii) or (iii)as set forth on the June 30, required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date 2000 Balance Sheet and (iii) payments the obligations under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, the Supply Agreement as defined in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Green Purchase Agreement; (kxiv) liabilities arising in connection with any Seller Benefit Plan retrospective premiums, reinsurance payments, payments under reimbursement contracts or ERISA Affiliate Plan; (l) liabilities other adjustments under any insurance policy maintained for the benefit of the Business and/or any of the CBAs Business Subsidiaries or their respective predecessors covering any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DateLiability that is a Retained Liability; and (nxv) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, Liabilities to the extent relating to or arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use out of the Business, operations or businesses of Seller or any of its Subsid iaries other than the Facilities and Business or the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers shall retain liability Notwithstanding any other provision of this Agreement or any other writing to third parties the contrary, and regardless of any information disclosed to the Buyer or any of its Affiliates or representatives, the Buyer does not assume and has no responsibility for the following any Liabilities or Indebtedness that are not Assumed Liabilities (such unassumed Liabilities, collectively, the “Retained Liabilities”):), which Retained Liabilities shall include, without limitation: (ai) liabilities all Liabilities arising out of or relating to any Excluded Asset; (ii) all Liabilities relating to or arising out of CGI’s intercompany Indebtedness, outstanding checks, Taxes (including relating to the prior sale of New Jersey net operating losses) and any transfer Taxes associated with the sale of the Purchased Assets, intercompany payables, pre-Closing awards, bonuses, deferred or accrued compensation, pre-Closing severance obligations, earn-out obligations and contingent payments; (iii) all workers compensation Liabilities, Liabilities arising from disposal offany misclassification of employees under the Fair Labor Standards Act or comparable state or local Laws, and WARN-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation related Liabilities, in each case with respect to events, acts or omissions occurring on or prior to the Star Lake Canal siteClosing Date; (iv) except as provided by Section 6.4, EPA ID TX0001414341all accrued payroll vacation (PTO) and other employee benefit plans or Liabilities under any CGI Benefit Plan; (v) tort Liabilities and Liability for all pending and future Proceedings (including any litigation listed on Section 5.7 of the “Seller Off Site Disposal Liability”CGI Disclosure Schedule); (bvi) fines CGI stock warrant-related Liabilities; (vii) all existing pension and penalties imposed by Governmental Entities retiree health Liabilities under any CGI Benefit Plan; (viii) all Liabilities for violations before borrowed money, including arising out of the SVB Loan Documents, the PFG Loan Documents and any related arrangements; (ix) all Indebtedness except as reflected in the April Financial Statements; (x) all bulk sale Tax Liabilities; (xi) all pre-Closing Date of Environmental Laws Liabilities existing under, arising out of, or Environmental Permits relating to all leases and other contractual obligations (the “Seller Environmental Fines and Penalties Liability”other than as set forth in Section 2.3(a)); (cxii) liabilitiesall Liabilities relating to brokers’ fees or investment banking fees, known or unknown, including those relating to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)RJA; (dxiii) liabilitiesall Liabilities (including fees and expenses) relating to legal services, known accounting services, consultant services, financial advisory services, investment banking services or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)any other professional service; (exiv) all Liabilities relating to any obligation under (i) each Assumed Undisclosed BP Material Contract, related to the rights under each Assumed until such time that such Undisclosed BP Material Contract is validly assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused assumed by the physical condition Buyer following the date of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial this Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (nxv) all any claim, obligation or other liabilities (other than those Liability arising out of any pre-Closing condition, occurrence, act or omission including, but not limited to any such claim, obligation or Liability arising under Environmental Laws or otherwise relating to environmental conditions at, on or beneath the subject matter real property. For the avoidance of clauses (a) through (m) above or that are doubt, and without limiting the subject generality of the Sellers’ representations foregoing, CGI shall retain ownership and warranties in Article IV all responsibility and the Sellers’ covenants in Article VI), known or unknown, Liability for all Liabilities relating to the extent arising under current conduct by CGI or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in CGI’s Affiliates of the common law after the Closing) from the ownership, operation Other Business Units or use of any of the Business, the Facilities and the Assets, Purchased Assets arising in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after any period prior to the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder (except for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementany Assumed Liability).

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller exclusively relating to any Retained Assets (other than as set forth in Section 2.3(a)(xi)); (ii) any liabilities and obligations under the Contracts which relate to (A) goods delivered or services rendered prior to the Closing Date, and (B) breaches by the Seller of its obligations thereunder occurring prior to the Closing Date; (A) any Environmental Liability of Seller arising from out of or in connection with the disposal off-site of the Facilities before by, or on behalf of, Seller and Release or threatened Release, prior to the Closing Date of Hazardous Materials originating Substances at any Off-Site location, (B) any Environmental Liability of Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date from the Seller Facilities or the JWWTP otherwise originating from, or relating to, any equipment owned or used by Seller that is located on Buyer Real Estate, and (including without limitation with C) any liability in respect of any personal injury claims relating to the Star Lake Canal site, EPA ID TX0001414341) (exposure of a third party to asbestos at the “Seller Off Auctioned Assets or the Potomac River Station Site Disposal Liability”)which have been filed with any state or federal court having jurisdiction prior to the Closing Date; (biv) notwithstanding the Assumed Obligations set forth in Section 2.3(a)(iii)(A), any monetary fines and or penalties (including fines or penalties from violations of any Environmental Law) imposed by a Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, Authority to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the AssetsAuctioned Assets prior to the Closing Date; (v) any Environmental Liability whatsoever arising out of, related to, or otherwise associated with the Release of fuel oil from the Ryceville-Piney Point Pipeline described in Schedule 5.10(a); (vi) (A) all wages, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees to the extent not taken into account in arising or accruing prior to the determination of Final Net Working CapitalClosing Date and (B) all other liabilities and obligations with respect to the Transferred Employees for which Seller is responsible pursuant to Article IX; (fvii) physical any liabilities and obligations (A) in respect of any personal injury or bodily injuries toproperty damage claim (other than any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.2(a)(iii) above) relating to the Auctioned Assets arising or occurring prior to the Closing Date, or damage (B) in respect of any discrimination, wrongful discharge or unfair labor practice claim by any Transferred Employee arising out of or relating to acts or omissions of Seller prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsDate; (gviii) any liabilities (including accounts payable) owed by either Seller and obligations, with respect to periods prior to the other Seller or Closing Date, for the Prorated Items, calculated as set forth in Section 2.3(a)(viii); (ix) any Affiliate of the Sellers on or before the Closing Date liabilities and obligations in respect of Taxes (other than as provided for by Section 2.3(b)(viii)) attributable to the Business, the Facilities Auctioned Assets or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to trades or businesses associated with the Business, the Facilities Auctioned Assets arising or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for accruing during taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (nx) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Seller under the Ancillary Agreements in respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRetained Assets.

Retained Liabilities. The Sellers shall retain liability Except as provided in Section 1.4(a) hereof, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to third parties for the following conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) liabilities arising from disposal off-site Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the Facilities period before the Closing Date or after Closing; (ii) Liabilities of Hazardous Materials originating from the Facilities Seller that constitute trade payables; (iii) Liabilities of Seller or the JWWTP (including without limitation with respect NFPs arising under or relating to any Assumed Contract to the Star Lake Canal siteextent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, EPA ID TX0001414341) including the Seller Burial Resolutions (the “Seller Off Site Disposal Liability”as defined in Section 5.22 below); (biv) fines Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and penalties imposed the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Governmental Entities Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations before of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing Date and arising out of or relating to Environmental Laws Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or Environmental Permits the NFPs for any Tax for (A) operations of the “Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller Environmental Fines and Penalties Liability”or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (cix) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date Liabilities of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on NFPs arising out of or before the Closing Date in respect of the Business, the Facilities or relating to any other Assets; (h) liabilities for (i) Taxes of either Seller not related Proceeding to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either which Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case NFPs is a party on the date of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant this Agreement and relating to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan Business or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth matters referenced on Schedule 2.5(m10 (“Retained Proceedings”), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (nx) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject Liabilities arising out of the Sellers’ representations management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and warranties in Article IV duties between Seller and the Sellers’ covenants in Article VI)Ohio NFPs and, known or unknownafter the Effective Time, to between Buyer and the extent arising under current or prior applicable Law (except thatOhio NFPs. Notwithstanding the foregoing, with respect to those liabilities arising under applicable common law, such liabilities the terms of this Agreement shall be included without regard to whether there has been a change control in the common law after the Closing) from the ownership, operation or use event of any conflict between this Agreement and any of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementManagement Agreements.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the Assumed Liabilities, the Buyer shall not assume or in any way be responsible for any liabilities of the Seller or any of its Affiliates, including the following liabilities (the liabilities retained by the Seller, collectively, the “Retained Liabilities”):), which Retained Liabilities shall remain the responsibility and obligation of the Seller or one or more of its Affiliates after Closing: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Liabilities to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)extent relating to any Excluded Assets; (b) fines and penalties imposed by Governmental Entities for violations before all Liabilities of the Closing Date Seller or any of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)its Affiliates that are not Assumed Liabilities; (c) liabilities, known or unknown, all obligations relating to the extent arising from the exposure before the Closing Date of and liabilities for any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Indebtedness; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)all Retained Employee Liabilities; (e) all Liabilities, obligations and expenses of any obligation under (i) each Assumed Contractkind or nature relating to Taxes of the Seller and, related with respect to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Purchased Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and for any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) period ending on or before the Closing Date (including any liabilities, obligations and (iii) payments under expenses pursuant to any Tax allocationtax sharing agreement, sharing tax indemnification or similar agreement arrangement) and any Taxes payable in connection with the transaction contemplated by this Agreement; (whether oral f) all Liabilities for or writtenin connection with any products manufactured or sold or services provided by the Seller or any of its Affiliates, including product liability claims or Actions and warranty, repair and other obligations, arising out of the operation of the Business prior to the Closing; (g) all Liabilities of the Seller or its Affiliates pursuant to this Agreement or any Transaction Document (including Liabilities with respect to payment of expenses or indemnification); (h) all Liabilities arising under Environmental Laws to the extent relating to, arising out of or resulting from the operation of the Business or the ownership of the Purchased Assets prior to the Closing or the Excluded Assets (“Retained Environmental Liabilities”); provided, however, that, with respect to such Liabilities arising out of the ownership or operation of Cell 4a of the Xxxxxx Landfill, the Retained Environmental Liabilities shall be a percentage of the total Liabilities described above equal to the percentage of the total permitted capacity of Cell 4a that has been filled prior to the Closing Date; (i) liabilities all Liabilities arising out of or incurred in connection with or as a result of any Action or Order (including, for the avoidance of doubt, any claims seeking workers’ compensation benefits or similar benefits or employment-based claims and any Orders relating thereto) relating to any claim of asbestos-related injury or damage for any indebtedness pre-Closing period, including in connection with any Action or Order based on, or relating to, the working and/or other conditions (including environmental conditions) of either Seller the Business or any Affiliate of either Seller with respect to borrowed moneyits facilities, including any interest facilities owned or penalties accrued thereon;operated by the Business prior to the Closing; and (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rightsall Liabilities, obligations and liabilities expenses of any kind or nature relating to assessments by the Public Service Commission of Wisconsin charged to members of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with Wisconsin Valley Improvement Corporation for any Seller Benefit Plan period ending on or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines 2.1 From and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before after the Closing Date, excluding the Product Inventory comprised of MTBE conveyed and subject to the Purchaser at provisions of Article 10 hereof, Seller shall retain or assume and pay, perform or otherwise discharge the Closing following (collectively, the “Seller MTBE Liability”);"Retained/Assumed Liabilities"): (e) any obligation under (i) each Assumed Contract, related a. all Tax liabilities of MRT to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller extent they arise in respect of the Assets, Tax periods ending prior to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing are not accrued or similar agreement (whether oral or written); (i) liabilities adequately reserved for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, as reflected in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant Balance Sheet; b. all payment obligations, whether asserted prior to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period or after the Closing, it being understood that of MRT or Seller, as the respective rightscase may be, to MRT Employees set forth under those agreements identified in Section 1.1.b of the Disclosure Schedule as a result of the transaction(s) contemplated in this Agreement, including Employee Stay Liabilities, in each case other than for severance and/or termination pay by reason of the termination of employment of any of such persons on or after the Closing Date, whether by Purchaser or MRT; c. except as otherwise specifically set forth in this Agreement, any obligations and liabilities relating to any MRT Employee or the employees of any ERISA Affiliate of Seller, arising under any Seller Retirement Plans, whether asserted prior to or after the Closing except for contribution obligations of MRT in respect to the Seller's DC Plan in the ordinary course of business accrued as of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementClosing Date; (k) liabilities arising in connection with d. any Seller Benefit Plan Liabilities covered by Section 7.2.e hereof, whether asserted prior to or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before after the Closing; (m) liabilities set forth on Schedule 2.5(m)e. all finders' fees, 4.10brokerage commissions, or 4.11, in each case similar compensation payable to any Person retained by Seller or MRT prior to the extent attributable Closing to periods assist or represent either of time before them in connection with the Closing Datetransactions contemplated hereby or any previous efforts to effect a sale of MRT or the Business, whether asserted prior to or after the Closing; and (n) f. all other liabilities (other than those the subject matter of clauses (a) through (m) above legal and accounting fees incurred by MRT to any lawyers or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known accountants retained by Seller or unknown, MRT prior to the extent arising under current Closing in connection with this Agreement or the transactions contemplated hereby or any previous efforts to effect a sale of MRT or the Business, whether asserted prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law or after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or Without limiting any other Assets; (h) liabilities for (i) Taxes -------------------- provision of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial this Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during Xxxxxx Group acknowledges the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m)5.09, 4.10, or 4.11, in each case and to the extent attributable applicable, the Xxxxxx Group agrees to periods honor and properly discharge all such obligations and liabilities following the Distribution Date. Notwithstanding anything to the contrary contained herein, the New Fluor indemnity provisions described in Section 3.01 of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, this Agreement shall not apply to the extent arising under current that the Xxxxxx Indemnified Parties are the cause, either directly or prior applicable Law (except thatindirectly, of any matter, activity or omission resulting in Losses due to breach of the obligations and liabilities set forth in Schedule 5.09. The foregoing notwithstanding, with respect to those liabilities any guarantees issued by Parent that are listed on Schedule 5.09 and any other guarantees by Parent of any obligations arising from the Fluor Business that survive the Distribution, the obligations of the Xxxxxx Group under applicable common law, this Section 5.09 with respect to any such liabilities guarantee shall be included without regard deemed fully satisfied, and the Xxxxxx Indemnified Parties shall not suffer any diminution of indemnity rights otherwise available under this agreement for Losses arising from such guarantee if: (a) the Xxxxxx Group provides New Fluor with prompt written notice of any claims made under such guarantee and tenders the defense of such claims to whether there has been a change New Fluor in accordance with the common law after provisions of Section 4.01 and 4.02 hereof and (b) the Closing) from Xxxxxx Group complies with its obligations under Article VI hereof that arise in respect of any claims made under such guarantee. With respect to the ownership, operation or use of guarantees listed on Schedule 5.09 and any other guarantees by Fluor Corporation that relate to the Fluor Business, the Facilities New Fluor Group shall discharge in a timely manner all obligations secured by such guarantees and use commercially reasonable efforts to prevent any claim from being made under such guarantees; provided, however, that nothing in this Section 5.09 shall impose any obligation or liability whatsoever on the Assets, in each case, before New Fluor Group to any member of the Closing Date, excluding, Xxxxxx Group for taking any action or refraining from taking any action in the case defense, settlement or other handling of an Excluded Asset any claim against any member of the New Fluor Group covered by any such guarantee that is the subject of, or owned or operated after New Fluor Group determines in good faith to be appropriate in protecting the Closing Date pursuant to interests of the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations New Fluor Group with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closingclaim, it being understood except that the respective rights, obligations and liabilities New Fluor Group shall use commercially reasonable efforts to cause the prompt release of any lien imposed on any assets of the Purchaser and Xxxxxx Group in connection with any such guarantee. The obligations set forth in this Section 5.09 shall be in addition to any obligation of New Fluor to indemnify the Seller party thereto Xxxxxx Group with respect to Losses related to such matters will be governed solely by the relevant Commercial guarantees pursuant to Section 3.01(e) of this Agreement.

Retained Liabilities. The Buyer shall not be liable for and shall not assume any, and Sellers shall retain liability hereby jointly and severally agree to third parties for pay and discharge, when due, all Liabilities associated with the following Purchased Assets and the Purchased Business other than the Assumed Obligations (collectively, the “Retained Liabilities”):), including: (a) liabilities arising from disposal off-site of any Liabilities associated with the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines any current liabilities related to the Purchased Business, including accounts and penalties imposed by Governmental Entities for violations before notes payable, customer deposits and accrued expenses, sales taxes payable, accrued payroll and payroll taxes and other current accrued liabilities that would exist on a balance sheet of the Closing Date Purchased Business prepared in accordance with GAAP as of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Effective Time consistent with past practices; (c) liabilities, known all Liabilities associated with the items listed or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)described in Schedule 4.17; (d) liabilities, known or unknown, all Liabilities (other than Environmental Liabilities) under the Assumed Contracts and Transferred Leases to the extent relating to or arising from the MTBE that was manufacturedevents, sold, processed, used facts or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed circumstances arising or occurring prior to the Purchaser at the Closing (the “Seller MTBE Liability”)Effective Time; (e) any obligation under (i) each Assumed Contract, fines or penalties arising from or related to the rights under each Assumed Contract assigned failure of Sellers or any of their Affiliates to comply with applicable Environmental Laws or Environmental Permits, or the Purchaser under the Assignment and Assumption Agreementfailure to obtain an Environmental Permit, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, prior to the extent not taken into account in the determination of Final Net Working CapitalEffective Time; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets;(Reserved) (g) liabilities (including accounts payable) owed by either Seller all Environmental Liabilities in connection with the off-site shipment, transfer, treatment, recycling, storage or disposal of Hazardous Materials generated from the operations of any of the Transferred Real Property, the Purchased Assets or the Purchased Business prior to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsEffective Time; (h) liabilities for (i) Taxes all Environmental Liabilities in connection with the operation of either Seller not the Transferred Real Property, Purchased Assets or Purchased Business by Sellers or any of their Affiliates to the extent relating to or arising from events, facts or circumstances arising or occurring before the Effective Time, other than all costs of Remedial Action arising from or related to or associated with the Business, Release of Hazardous Materials at the Facilities or Transferred Real Property prior to the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Effective Time; (i) liabilities for all Liabilities associated with the Seller Plans and any indebtedness of either Seller other employment-related Liabilities retained by or any Affiliate of either Seller with respect allocated to borrowed money, including any interest or penalties accrued thereon;Sellers pursuant to Section 8.4; and (j) liabilities associated withexcept as otherwise provided in Article IX, related to or arising from any Excluded Asset, excluding, in the case and all Liabilities for Taxes of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangementSellers, including any grievances, and all Liabilities for Taxes related to the extent arising from Purchased Business or the Purchased Assets for any act Tax period (or omission of either Seller or any Affiliate of either Seller before the Closing; (mportion thereof) liabilities set forth ending on Schedule 2.5(m), 4.10and including, or 4.11before, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those . For the subject matter avoidance of clauses (a) through (m) above doubt, nothing in this Section 2.5 shall nullify or that are the subject of the otherwise limit Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities agreements in Section 13.3(a) of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement.

Retained Liabilities. The Sellers Seller Entities shall retain liability to third parties for or assume, and the Purchaser shall not assume, all of the following liabilities of the IM Business Entities (the “Retained Liabilities”):), it being understood that the Seller Entities shall not be required to retain or assume any liabilities of the IM Business Entities other than the Retained Liabilities: (a) All liabilities arising from disposal off-site of the Facilities before IM Business Entities that do not primarily relate to or arise primarily out of the Closing Date of Hazardous Materials originating from Purchased Assets, the Facilities IM Business or the JWWTP operation or conduct of the IM Business, other than liabilities set forth in Sections 1.06(b) or (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”c); (b) fines and penalties imposed by Governmental Entities for violations before All liabilities arising primarily out of or primarily relating to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilities, known All liabilities arising out of or unknown, relating to the extent arising from the exposure before the Closing Date of (i) any employee, Retained Plan or (ii) any current or former employee, Independent Contractor or former director, independent contractor of either Seller contractor, or other Person service provider of any Seller Entity or any of its Affiliates who is not a Continuing Employee arising at any time, other than any liabilities that the Purchaser is expressly required to Hazardous Materials from, at assume or on the Site or the other Assets (the “Seller Exposure Liability”)retain under Section 4.09; (d) liabilitiesAll obligations to provide defined benefit pension, known nonqualified deferred compensation or unknownpost-retirement medical, life insurance or other post-retirement welfare benefits to any IM Employees, including without limitation any such obligations arising out of or relating to Employee Plans (including without limitation the extent arising from Retained Plans), and any long-term incentive compensation liabilities that the MTBE that was manufactured, sold, processed, used Seller Entities are expressly required to assume or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed retain pursuant to the Purchaser at the Closing (the “Seller MTBE Liability”)Section 4.09; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect All Indebtedness of the Assets, to the extent not taken into account in the determination IM Business Entities or of Final Net Working Capital;any Seller Entity; and (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the All other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to 1.07(f) of the extent attributable to periods of time before the Closing DateSeller Disclosure Schedules; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary contained herein, Purchaser shall retain liability to third parties for the following (the “Retained Liabilities”):not hereby assume, or in any way be liable or responsible for, and Seller shall perform or satisfy: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities any liability or the JWWTP (including without limitation obligation with respect to Taxes applicable to the Star Lake Canal siteAssets or the Purchased Businesses for any period (or partial period) ending prior to the Closing Date, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)whether or not due and payable prior to or after such time; (b) fines all liabilities and penalties imposed by Governmental Entities for violations before obligations of Seller to pay any amount to any Employee, Former Employee, Retired Employee or any other Person in connection with the Closing Date sale of Environmental Laws the Terrace Bay, Ontario pulp mill business or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”sale or proposed sale of the Woodlands as described in Schedule 2.4(b); (c) liabilities, known or unknown, the liabilities referred to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)in Section 5.2(a) as Retained Liabilities; (d) liabilities, known any liability or unknown, obligation of Seller under the MOU to transfer any real property to or for the extent arising from benefit of the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)PLFN; (e) any liability or obligation under (i) each Assumed Contractof Seller for any amounts or costs paid or payable, related including any Benefit Plan costs resulting from an order of a Governmental Authority, as a result of the termination of an employee of either of the Purchased Businesses by Seller during the period beginning on or after the date of the Share Purchase Agreement and ending immediately prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical or bodily injuries to, or damage all liabilities and obligations relating to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets;Retained Litigation; and (g) liabilities any liability or obligation of Seller: (including accounts payablei) owed by either Seller based upon or arising under this Agreement, the Finance Purchase Agreement, the Share Purchase Agreement or the Ancillary Agreements; (ii) relating to the other Seller or any Affiliate of the Sellers on arising under or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Retained Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the PurchaserSeller’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closingbusinesses (including its Terrace Bay, it being understood that the respective rights, obligations and liabilities Ontario pulp mill business) not comprising part of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DatePurchased Businesses; and (niii) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change any lien or other encumbrance in the common law after the Closing) from the ownership, operation or use respect of any of the Business, Assets other than Permitted Encumbrances. All of the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s foregoing liabilities and obligations with respect of Seller not being assumed by Purchaser hereunder are hereinafter sometimes collectively referred to such asset thereunder for matters attributable to operations and transactions during as the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement“Retained Liabilities”.

Retained Liabilities. The Sellers shall retain liability Notwithstanding the provisions of Section 1.3 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to third parties for Cygne, it is understood and agreed that Cygne is not hereby assuming any liabilities, obligations or commitments of Commerce arising out of the following conduct of the Acquired Business or otherwise prior to the date hereof other than the Assumed Liabilities (such liabilities being referred to herein as the “Retained Liabilities”):). In addition, anything contained in this Agreement to the contrary notwithstanding, the Assumed Liabilities do not include and, accordingly, the Retained Liabilities include, without limitation, with respect to Commerce, the following liabilities: (a) any liabilities arising from disposal off-site out of the Facilities before operation by Commerce or its subsidiaries of businesses other than the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Acquired Business; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)any Indebtedness; (c) liabilities, known or unknown, any liability for the failure to comply with the extent arising from the exposure before the Closing Date bulk sales laws of any employeejurisdiction, former employee, Independent Contractor or former independent contractor except any such liability arising out of either Seller or other Person the failure of Cygne to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure pay any Assumed Liability”); (d) liabilitiesany fees and expenses incurred by Commerce or any Member in connection with negotiating, known preparing, closing and carrying out this Agreement and the transactions contemplated hereby, including, without limitation, the fees and expenses of attorneys, investment bankers, finders, brokers, accountants and consultants, and all fees, expenses and other costs related to obtaining the sublease or unknown, assignment of the Showroom Leases to the extent arising from the MTBE that was manufactured, sold, processed, used Cygne (or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)its designee) required hereunder; (e) any liability or obligation under (i) each Assumed Contract, related to or in connection with the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Excluded Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical any liability or bodily injuries toobligation for Taxes, whether or damage not accrued, assessed or currently due and payable, including, without limitation, any Taxes (i) of Commerce, whether or not they relate to the property ofAcquired Business, third parties that occurred before (ii) arising from the Closing Date operation of the Acquired Business or the ownership of the Assets for any Tax period (or portion thereof) ending on or prior to the extent caused by the physical condition date hereof or (iii) arising out of the Assetsconsummation of the transactions contemplated hereby (for purposes of this Section 1.4(f), all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the date hereof shall be apportioned between Commerce and Cygne based upon the number of days of such period included in the Tax period before (and including) the date hereof and the number of days of such Tax period after the date hereof); (g) liabilities any liability or obligation of any Member, Commerce or ERISA Affiliate (including accounts payablei) owed by either Seller to the other Seller under or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities connection with Commerce Employee Plans or any other Assetsemployee benefit plan, program or arrangement with respect to which Commerce or an ERISA Affiliate has any liability or potential liability, including (A) liability for complete or partial withdrawals under any multiemployer plan (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) pursuant to Section 4203 or 4205 of ERISA, respectively; (B) liability to the Pension Benefit Guaranty Corporation, including liability for premiums and terminations; (C) liability under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; or (D) liability arising under Section 412 of the Code or Section 302(a)(2) of ERISA; (ii) arising under any collective bargaining agreement; (iii) for retiree medical or other retiree welfare benefits; and (iv) with respect to any current or former employee, director, shareholder, agent, independent contractor of Commerce or any ERISA Affiliate, including, without limitation, liability for salaries, wages, bonuses, vacation, sick pay or severance pay; (h) liabilities for any Proceeding, whether or not pending or threatened on the date hereof, to the extent such Proceeding relates to periods prior to the date hereof (i) Taxes including, without limitation, any liability or obligation arising from the litigation referenced in Item 2 of either Seller not related Schedule 3.7 to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenCommerce Disclosure Schedule); (i) liabilities for any indebtedness violation of either Seller any Legal Provisions occurring on or any Affiliate of either Seller with respect prior to borrowed money, including any interest or penalties accrued thereon;the date hereof; and (j) liabilities associated withany liability or obligation arising from the operation of the Acquired Business, related to ownership of the Assets or the Showroom Leases through and including the date hereof, or arising from any Excluded Assetout of the consummation of the transactions contemplated hereby (including, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreementwithout limitation, the Purchaser’s sale of the Assets pursuant hereto), including, without limitation, environmental remediation costs and liabilities and obligations with respect to such asset thereunder for matters attributable to operations and arising out of transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, entered into prior to the extent date hereof (including, without limitation, liabilities or obligations arising from out of any act or omission breach by Commerce of either Seller or any Affiliate provision of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, any Commerce Agreement included in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, including, without limitation, liabilities or obligations arising out of Commerce’s failure to perform as required under any Commerce Agreement in each caseaccordance with its terms prior to the Closing), before any action or inaction prior to the Closing Date, excluding, in date hereof or any state of facts existing prior to the case date hereof (regardless of an Excluded Asset that is the subject of, or owned or operated after the Closing Date when asserted) not expressly assumed by Cygne pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement.

Retained Liabilities. The Sellers shall retain liability Notwithstanding anything in this Agreement to third parties the contrary, except for the following Assumed Liabilities, Buyer does not assume and will not become responsible for any responsibility, obligation, duty, commitment, claim, contribution, cost, expense, damage or liability whatsoever, whether known or unknown, asserted or unasserted, accrued, absolute, contingent or otherwise, in law or equity (each, a “Liability” and collectively, “Liabilities”), of Seller (the Liabilities being retained by Seller are hereinafter collectively referred to as the “Retained Liabilities”): (a) liabilities arising from disposal off-site ). Without limiting the generality of the Facilities before foregoing, and notwithstanding anything else in this Agreement to the Closing Date contrary, the following are included among the Retained Liabilities and are not included among the Assumed Liabilities: (i) all Liabilities of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation Seller with respect to the Star Lake Canal sitebank loans and other indebtedness for borrowed money; (ii) all Liabilities of Seller with respect to Taxes, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations whether arising before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before after the Closing Date, excluding the Product Inventory comprised of MTBE conveyed except to the Purchaser extent allocated to Buyer under Section 9.4; (iii) all Liabilities and obligations of Seller related to the Excluded Assets; (iv) fees payable to any broker, finder or other Person acting in a similar capacity on behalf of Seller in connection with the transactions contemplated by this Agreement, including those of UBS Securities LLC and all other Seller Transaction Costs; (v) all Liabilities owed to any Affiliate of Seller; (vi) all Liabilities related to violations of Law by Seller prior to the Closing; and, (vii) except to the extent included among the Accrued Expenses, all Liabilities, including liabilities under WARN or any similar state statute (whether arising prior to or in connection with the transactions contemplated by the Transaction Documents), related to Seller’s employment or engagement as an independent contractor or employee of a third party, of any Person (or termination of such employment or engagement), including Liabilities for workers’ compensation claims, Liabilities arising at any time under any Plans and Liabilities for any compensation arising at any time under any employment, retention or guarantee agreement in effect at any time prior to the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contractincluding severance payments, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment change of control payments and Assumption Agreementtransaction bonuses, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required incentive compensation to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical due or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law owing after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject ofbenefits owed, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaserproper characterization of such Person’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementstatus.

Retained Liabilities. The Sellers parties specifically acknowledge that Purchaser is not agreeing to assume any Liability of Seller, whether related to the Acquired Assets or the Business or otherwise, other than the Assumed Liabilities and that nothing in this Agreement, including this Section 2.4, shall retain liability be construed as an agreement otherwise. Notwithstanding anything to third parties for the contrary contained in Section 2.3 or elsewhere in this Agreement, the following Liabilities of Seller (the “Retained Liabilities”):) are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assumed Liabilities and shall be retained by Seller and remain the sole responsibility of Seller following the Closing, except if and to the extent that any such Liabilities are also Liabilities of any of the Acquired Companies independently of any provision of this Agreement or any of the Ancillary Agreements: (a) liabilities any Liability of Seller arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date any Indebtedness of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Seller; (c) liabilities, known or unknown, any accounts payable by Seller that (i) are not related to the extent arising from the exposure before Acquired Assets, (ii) are not reflected in the Closing Date Balance Sheet or (iii) are payable to Insiders or Affiliates of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Insiders; (d) liabilities, known any Liability of Seller arising out of events occurring or unknown, circumstances existing prior to the Closing but only if and to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers not reflected in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Date Balance Sheet; (e) any obligation under Liability of Seller for Taxes, including (i) each Assumed Contract, related any Taxes liability for which shall have resulted from the operation by Seller of the Business or its control of any of the Acquired Companies prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment Closing and Assumption Agreement, (ii) each License of either Seller included in the Assetsany income, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) capital gains or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect other similar Taxes liability for which shall arise as a result of the Assets, sale of the Acquired Assets pursuant to the extent not taken into account in the determination of Final Net Working Capitalthis Agreement; (f) physical any Liability of Seller to any Owner or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsInsider; (g) liabilities (including accounts payable) owed by either any Liability of Seller to the other Seller distribute to any of Seller’s shareholders, or otherwise apply, all or any Affiliate part of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assetsconsideration received by Seller under this Agreement; (h) liabilities for (i) Taxes any Liability of either Seller not related to indemnify, reimburse or associated with advance amounts to any officer, director, employee or agent of any of the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Companies; (i) liabilities for any indebtedness Liability of either Seller arising out of any Litigation (i) pending as of the Closing or (ii) commenced after the Closing and arising out of or relating to any Affiliate of either Seller with respect occurrence, happening or situation existing prior to borrowed money, including any interest or penalties accrued thereon;the Closing; and (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case Liability of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Seller under this Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs Ancillary Agreements or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Contract between Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary set forth in Section 2.4, the J&J Divesting Entities shall retain liability to third parties for and be solely responsible for, and Purchaser shall not assume or in any way become liable for, the following Liabilities relating to the Business (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Environmental Liabilities, other than Liabilities referred to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”in Section 2.4(g); (b) fines all Liabilities to suppliers or other third parties for materials and penalties imposed by Governmental Entities for violations before services incurred prior to or at the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”Closing, other than Liabilities referred to in Section 2.4(c); (c) liabilities, known all Liabilities arising out of or unknown, relating to the extent arising from the exposure before return of any Product sold prior to the Closing Date of (provided that Purchaser agrees that it shall not initiate or encourage any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on such returns outside what is customary in the Site or the other Assets (the “Seller Exposure Liability”trade without J&J's prior written consent); (d) liabilities, known or unknown, all Liabilities to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed related to the Purchaser at the Closing (the “Seller MTBE Liability”)Excluded Assets; (e) all Liabilities of any obligation under (i) each Assumed Contract, related J&J Divesting Entity to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalother J&J Divesting Entity; (f) physical all Liabilities with respect to any current or bodily injuries to, former employee of J&J or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition any of the Assetsits Affiliates; (g) liabilities all Liabilities related to (including accounts payablei) owed by either Seller Income Taxes and other Taxes related to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, other than Liabilities referred to in Section 2.4(g), and (ii) except to the Facilities or any other Assets;extent provided under Section 2.9(a), Transfer Taxes attributable to the transfer of the Purchased Assets pursuant to this Agreement; and (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, except to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case specifically assumed by Purchaser pursuant to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (mf) above or that of Section 2.4, all other Liabilities (including Liabilities for any rebates in respect of Products in excess of $100,000 in the aggregate, but excluding Environmental Liabilities, which are the subject of clause (a) above, and Liabilities related to Taxes, which are the Sellers’ representations and warranties in Article IV and subject of clause (g) above) arising out of or relating to the Sellers’ covenants in Article VI)Products, known the Business or unknownthe Purchased Assets, including the use, ownership, possession, operation, occupancy, sale or lease of the Purchased Assets, but only to the extent arising under current such Liabilities are attributable to any action, omission, performance, non-performance, event, condition or circumstance prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after or at the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Notwithstanding any provision in this Agreement to the contrary, Pfizer shall, or shall cause one of the Asset Selling Corporations to, retain liability to third parties and be responsible for the following (the “Retained Liabilities”"RETAINED LIABILITIES"): (a) liabilities all Liabilities arising from disposal off-site out of or relating to any Product Claim pending as of the Facilities before Closing that resulted from the use or misuse of any Product manufactured by or on behalf of Pfizer or one of the Asset Selling Corporations and shipped to a third party prior to the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”"SHIPPED PRODUCTS"); (b) fines and penalties imposed by Governmental Entities for violations before all Liabilities arising out of or relating to (i) the return after the Closing Date of Environmental Laws any Shipped Products which returns are a result of adulteration or Environmental Permits misbranding (within the “Seller Environmental Fines meaning of the FDCA or the rules and Penalties Liability”regulations of the FDA promulgated thereunder) by Pfizer or one of the Asset Selling Corporations, (ii) the return during the six month period after the Closing of any Shipped Product that either has (A) expired, provided that neither Pfizer nor any of its Affiliates shall be responsible for any such Shipped Product having an expiration date greater than one year prior to the date of return or (B) not expired, provided that neither Pfizer nor any of its Affiliates shall be responsible for any such Shipped Product with an expiration date greater than six months after the date of return (with all such returns for which Pfizer has responsibility to be shipped at Pfizer's expense to Pfizer's designated returned goods processing facility), (iii) any chargebacks relating to any Shipped Products and (iv) any Rebates occurring until the expiration of the first full calendar quarter after the Closing and the related reporting activities; (c) liabilities, known or unknown, all Liabilities for Taxes relating to the extent arising from Product with respect to the exposure before period prior to the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Closing; (d) liabilities, known all Liabilities relating to employees of Pfizer or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised any of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)its Affiliates; (e) any obligation under (i) each Assumed Contract, related all Liabilities for which Pfizer expressly has responsibility pursuant to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption terms of this Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage all Liabilities relating to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Excluded Assets; (g) liabilities (including accounts payable) owed by either Seller all Liabilities arising out of or relating to the other Seller or any Affiliate of the Sellers matter set forth as item 3 on or before the Closing Date in respect of the Business, the Facilities or any other AssetsSchedule 5.9(b); (h) liabilities for (i) Taxes all Liabilities arising out of either Seller not related to or associated the loan guarantee entered into by Xxxxxx Xxxxxxx in connection with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Manufacturing Agreement; (i) liabilities all Liabilities, including Liabilities to Duramed, to suppliers for raw materials, intermediates, packaging and other supplies and services to the extent relating to the manufacture of the Product for any indebtedness of either Seller or any Affiliate of either Seller with respect period prior to borrowed money, including any interest or penalties accrued thereon;the Closing; and (j) liabilities associated withall other Liabilities relating to the Product to the extent relating to any period prior to the Closing. Purchaser and Pfizer agree to reimburse one another, related to or arising from any Excluded Asset, excludingdollar for dollar, in the case event that (i) any of an Excluded Asset that is the subject oftheir or their respective Affiliate's customers offset, against accounts payable by such customer to Pfizer or owned Purchaser or operated after the Closing Date pursuant to the terms of, a Commercial Agreementtheir respective Affiliates, the cost of any Product returned by such customer or (ii) Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan Pfizer or ERISA Affiliate Plan; (l) liabilities under any of their respective Affiliates are required to issue a credit for the CBAs or account of any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11customer for returns, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that which are the subject responsibility of the Sellers’ representations other party hereto pursuant to Sections 2.4(e) and warranties in Article IV 2.5(b). Pfizer and the Sellers’ covenants in Article VI)Purchaser agree to, known and to cause their respective Affiliates to, provide notice to one another of any such offset or unknown, issuance of credit for which such party or its Affiliate is entitled to the extent arising under current or prior applicable Law (except that, with respect be reimbursed pursuant to those liabilities arising under applicable common law, such liabilities this provision. Payment shall be included without regard made promptly following receipt of notice of any such offset by or issuance of a credit to whether there has been a change in the common law after the Closingcustomer (together with supporting documentation). Pfizer and Purchaser shall, and Pfizer and Purchaser shall cause their respective Affiliates to cooperate to, ensure that a customer does not offset returns of any Product against both Pfizer (or any of its Affiliates) from the ownership, operation and Purchaser (or use any of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementits Affiliates).

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of any Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Sellers shall retain liability and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities to third parties for the following extent specifically provided in Section 3.1, including without limitation those set forth below (all such liabilities and obligations retained by Seller being referred to herein as the “"Retained Liabilities”"): (a) all obligations or liabilities arising from disposal off-site of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed by Governmental Entities all obligations or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers relating to Taxes with respect to the Transferred Assets or otherwise, for violations before all periods, or portions thereof, on or prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilitiesall obligations or liabilities for any legal, known accounting, investment banking, brokerage or unknownsimilar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the extent arising from transactions contemplated by this Agreement and the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)DIP Facility; (d) liabilities, known liabilities and obligations for which Purchaser assumes no obligation or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers liability as described in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”Section 3.1(d); (e) all obligations or liabilities for any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either borrowed money incurred by any Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (iior any predecessor(s) or (iii), required to be performed before the Closing Date; and any indebtedness Affiliate(s) of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalSellers; (f) physical or bodily injuries to, or damage all obligations of Sellers related to the property ofright to or issuance of any capital stock or other equity interest of any Seller, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assetsincluding, without limitation, any stock options or warrants; (g) all obligations or liabilities (including accounts payable) owed by either Seller of Sellers to the other Seller or FAA for any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assetsfines and penalties; (h) all obligations or liabilities for of Sellers to provide air travel or related services pursuant to any flight travel privileges, awards or certificates or any similar agreements, arrangements or understandings (whether written or oral), other than as expressly set forth in Section 3.1(g); and (i) Taxes all liabilities and obligations of either Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, directly or indirectly, the conduct of their respective businesses or ownership or lease of any of their properties or assets or any properties or assets previously used by any Seller not related at any time prior to or associated with on the BusinessClosing Date, including without limitation such of the Facilities foregoing (i) as constitute, may constitute or the other Assetsare alleged to constitute a tort, breach of contract or violation of requirement of any Law, (ii) Taxes related that relate to, result in or arise out of the existence or imposition of any liability or obligation to remediate or associated with the Businesscontribute or otherwise pay any amount under or in respect of any environmental, the Facilities superfund or the other Assets environmental cleanup or the Assumed Liabilities for taxable periods (remedial Laws, occupational safety and health Laws or portions thereof) ending on other Laws or before the Closing Date and (iii) payments under that relate to any Tax allocationand all claims, sharing disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or similar agreement (whether oral or written); (i) liabilities for character against any indebtedness of either Seller or any Affiliate predecessor(s) or Affiliate(s) of either Seller with respect to borrowed moneySellers, including any interest or penalties accrued thereon; (j) liabilities associated withwhether past, related to or arising from any Excluded Assetpresent, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI)future, known or unknown, to the extent arising under current liquidated or prior applicable Law (except thatunliquidated, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation accrued or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementunaccrued.

Retained Liabilities. The Sellers Except for the Assumed Liabilities, Seller shall retain liability all, and Buyer shall have no responsibility for any, of Seller's liabilities and obligations, whether or not relating to third parties the Business or Acquired Assets, whether fixed, contingent or otherwise, and whether known or unknown (collectively, the "Retained Liabilities"). Without limiting the foregoing, Buyer shall not assume or be liable for and Seller shall indemnify Buyer against and hold Buyer harmless from any of the following liabilities for (i) environmental matters ("Environmental Matters") arising under Environmental Laws (as defined in Section 5.1(f)) in connection with violations, disposal, events, occurrences or releases that occurred or are attributable to the “Retained Liabilities”): period on or prior to the Closing Date; (aii) liabilities incurred by Seller in connection with this Agreement, the transactions provided for herein and any other agreements contemplated hereby, including, without limitation, attorneys' and accountants' fees, and expenses pertaining to the performance by Seller of its obligations hereunder; (iii) liabilities that relate to the Retained Assets; (iv) except for Assumed Liabilities, liabilities arising from disposal off-site out of the Facilities operation of the Business on or before the Closing Date Closing; (v) payments, if any, to be made as a result of Hazardous Materials originating the purchase and sale of the Business of Seller to certain management personnel of Seller under certain retention and other similar agreements and, in the case of Nigex Xxxxxxx xxxer his employment contract, solely in respect of those obligations resulting from the Facilities transactions contemplated by this Agreement; (vi) subject to Section 11.18 all tax liabilities of Seller, whether relating to periods before or after the JWWTP transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein, including any liability for such taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (including without limitation vii) liabilities with respect to the Star Lake Canal siteworkers' compensation or other employee related claims, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines including, without limitation, with respect to discrimination, unfair dismissal, redundancy, wrongful termination and penalties imposed by Governmental Entities for violations before the Closing Date employee benefits of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent any kind arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor acts or former independent contractor of either Seller or other Person omissions occurring prior to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (fviii) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely specifically assumed by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementBuyer hereunder.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the Assumed Liabilities, none of any Purchaser Group member nor JV Holding Singapore (on a consolidated basis) shall assume or be deemed to have assumed, and shall have no Liability for, any Liabilities, Taxes or Contracts of Seller, any other Seller Group member or the Additional Seller Group Company (other than the JV Subsidiaries) of any kind, character or description, it being understood that Purchaser (on behalf of itself and the Purchaser Group) is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities. Notwithstanding Section 2.4 or any other provision contained herein, and regardless of whether any of the following may be disclosed to Purchaser or any other Purchaser Group member or any of their respective Representatives or otherwise or whether Purchaser, any other Purchaser Group member or any of their Representatives may have actual knowledge of the same, none of any Purchaser Group member, JV Holding Singapore or any JV Subsidiary shall assume, and Seller or its Affiliate shall pay, perform, and discharge when due and remain exclusively liable for all Liabilities of Seller and its Affiliates other than the Assumed Liabilities (collectively, the “Retained Liabilities”):), including: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Any Liability that is not an Assumed Liability”); (b) fines and penalties imposed by Governmental Entities for violations before Any Liability of Seller or its Affiliates with respect to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilities, known Any Liability of Seller or unknown, its Affiliates for Taxes due or accrued in respect of periods prior to the extent JV Closing, including: (i) any Taxes arising from as a result of Seller’s and its Affiliates’ operation of their respective businesses or ownership of the exposure before Acquired Assets prior to the Closing Date JV Closing; and (ii) except Purchaser Group Change Taxes, if any, or as provided in Section 6.11(f), any Taxes of any employee, former employee, Independent Contractor or former independent contractor Seller and its Affiliates that will arise as a result of either Seller or other Person to Hazardous Materials from, at or on and in connection with the Site or consummation of the other Assets (the “Seller Exposure Liability”)Transactions; (d) liabilitiesAny Liability under any Assumed Contract, known any Assumed Split Contract or unknownany Singapore Shared Contract which arises out of or relates to a breach by Seller or any of its Affiliates of such Contract, including any Liabilities arising with respect to any product warranty claims for Business Products manufactured and shipped prior to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the JV Closing (the “Seller MTBE LiabilityRetained Pre-Closing Contract Liabilities”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, Any Liability to the extent not taken into account in arising out of any activities of Seller or its Affiliates, or obligations incurred by Seller or its Affiliates, after the determination of Final Net Working CapitalJV Closing; (f) physical Any Liability (including severance and/ or bodily injuries toother payments and benefits) that becomes payable or due to an employee or former employee in connection with the termination of his or her employment by Seller or its Affiliates as of the JV Closing (including all accrued but unused vacation, COBRA or damage to the property ofsimilar costs, third parties that occurred before the Closing Date and to the extent caused by applicable, notice and severance indemnities), and (other than the physical condition Assumed Patent Payment Obligations) any obligations under Applicable Law or (to the extent more favorable to the employee than Applicable Law) as individually agreed with respect to employee inventor compensation, and policies adopted pursuant thereto, that arise for any period prior to the JV Closing pertaining to Transferred Employees as inventors of the Assetsinventions claimed in any Acquired Patents, whether such Liability is pursuant to any policy of Seller or its Affiliate, or any other employment, severance, retention or termination policy, Contract, collective bargaining agreement, collective agreement or Applicable Law in relation to any employee or former employee of Seller or its Affiliate; provided that such Liability is not incurred as a result of any unlawful act of Purchaser or any of its Affiliates; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or Any Liability arising out of any Affiliate claims pending as of the Sellers on or before the JV Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from out of any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated claims commenced after the JV Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable such Liability arises out of any infringement, misappropriation, dilution or unlawful use of Intellectual Property of any third Person in the conduct of the Business prior to periods the JV Closing regardless of any disclosure with respect thereto on the Seller Disclosure Schedule (“Retained Infringement Liabilities”); (h) Any Indebtedness of Seller or its Affiliates, other than Indebtedness of the JV Subsidiaries or otherwise included in the Assumed Liabilities and included in the calculation of Net Cash; (i) Any Liability arising under an Excluded Contract; (j) Any Liability arising with respect to the China Carve Out Agreement or the Retained Singapore Liabilities; (k) Any Liability of Seller or its Affiliates under this Agreement or any other document executed in connection with the Transactions, including Seller Transaction Expenses; (l) In respect of the Seller Group members in Germany, any Liability related to the pension entitlements (vested or unvested) of any and all former employees with vested pension entitlements, pensioners with ongoing pensions, surviving dependents with ongoing pensions, and surviving dependents with an entitlement to a surviving spouse’s or orphan’s pensions; (m) Any Liability arising under an Assumed Split Contract to the extent (i) relating to any right under any Assumed Split Contract that is not an Assumed Split Contract Right or (ii) not an Assumed Split Contract Liability, and any Liability relating to the supply from the JV Closing of any product or service that is not a Business Product under any Assumed Contract, any Assumed Split Contract, any Singapore Shared Contract or any other Contract to which a JV Entity will be a party as of immediately following the JV Closing; (n) Any Liability arising out of or associated with the US Business Employee Plans; (o) Any Liability arising out of any opposition lodged by the creditors of TDK France during (i) the time before limit for creditors to exercise their right, as per articles L.141-14 and seq. of the Closing DateFrench Commercial Code, to object to the payment of the purchase price under the France Transfer Agreement or (ii) the time limit for the joint and several liability as per article 1684-1 of the Xxxxxx Xxxxxxx Tax Code; (p) Any Liability arising out of the termination of any employee of EPCOS Technology Wuxi or its Affiliate in connection with the sale of assets contemplated by the China Carve Out Agreement; and (nq) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations Any Liability with respect to any intercompany financial and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, note payables to the extent arising under current or prior applicable Law (except thatnot included in the definition of the Assumed Intercompany Arrangements, and any Liability with respect to those liabilities arising under applicable common law, such liabilities shall be any intercompany trade payables to the extent not included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use definition of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementPermitted Intercompany Accounts.

Retained Liabilities. The Sellers shall retain liability All liabilities and obligations of Parent or Seller, as the case may be, including, without limitation any legal and accounting fees incurred by Parent or Seller in connection with the transactions contemplated by this Agreement, whether arising on, prior to third parties for or after the following (Closing Date, other than the Assumed Liabilities, are referred to as the “Retained Liabilities”): . All of the Retained Liabilities, including, for the avoidance of doubt, any liabilities arising out of or relating to (a) liabilities arising from disposal off-site the Parent’s financial reporting units other than the Business, (b) any management or other overhead expense of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities Parent or the JWWTP (including without limitation with respect Seller that has historically been allocated to the Star Lake Canal siteBusiness, EPA ID TX0001414341(c) the failure of Parent and Seller to (i) properly classify each Employee (as hereinafter defined) as either an employee, an independent contractor or other non-employee status or an exempt or non-exempt employee for all purposes, including but not limited to (A) tax and tax reporting purposes and (B) requirements imposed by applicable Law (as hereinafter defined) governing the payment of wages and/or (ii) pay all required wages and other compensation to each and every Employee, and/or pay all other amounts owed to any Governmental Authority or other Person relating to the Employees (including, without limitation, any and all employment taxes, workmen’s compensation, and disability payments (the “Seller Off Site Disposal LiabilityEmployee Liabilities”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilitiesany liabilities or obligations associated with the Employee Benefits Plans and any other employee plans, known programs or unknownarrangements maintained or contributed to by Parent or Seller, or as to which Parent or Seller has or could reasonably be expected to have any outstanding liability to or in respect of or obligation under, including but not limited to liabilities arising out of the extent arising establishment of, maintenance of, operation of, withdrawal from the MTBE that was manufacturedor termination of any such Employee Benefit Plans by Parent, sold, processed, used Seller or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “any person with which Parent or Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), is required to be performed before the Closing Date; and any indebtedness of either Seller in respect treated as a single employer under Section 4001(b) of the AssetsEmployee Retirement Income Security Act of 1974, to as amended, will remain the extent not taken into account in the determination sole responsibility of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed retained, paid, performed and discharged solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations Parent and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementSeller.

Retained Liabilities. The Sellers shall retain Notwithstanding anything contained in this -------------------- Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability to third parties for or obligation of Seller other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations of Seller (the “"Retained Liabilities”):"): -------------------- (a) all obligations or liabilities arising from disposal off-site of Seller or any predecessor or Affiliate (as defined in Section 19.1) of Seller which in any way relate to, ------------ or arise out of, any of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines other than Taxes expressly allocated pursuant to other provisions of this Agreement, any and penalties imposed by Governmental Entities for violations before the Closing Date all Tax liabilities of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Seller; (c) liabilities, known all liabilities or unknown, obligations of Seller owed to the extent arising from the exposure before the Closing Date Affiliates of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Seller; (d) liabilities, known all liabilities or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used obligations of Seller for borrowed money or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)for interest on such borrowed money; (e) all liabilities or obligations arising out of any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License breach by Seller or any predecessor or Affiliate of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and of any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination terms or conditions of Final Net Working Capitalany provision of any Contract; (f) physical all liabilities or bodily injuries toobligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or damage to the property arising out of, third parties that occurred before the Closing Date to the extent caused by the physical condition any violation of the Assetslaw; (g) all claims, liabilities, or obligations of Seller as an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 (including accounts payable"COBRA") owed by either Seller to the other Seller or any Affiliate benefits, Federal Family and Medical Leave Act of the Sellers on or before the Closing Date in respect of the Business1993 ("FMLA") ----- ---- benefits, the Facilities Federal Workers Adjustment and Retraining Notification Act ("WARN ---- Act") obligations and liabilities, or any other Assetsemployee benefits, withholding --- Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to the Employee Benefit Plans; (h) all claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of the business or operations of the Stations prior to the Effective Time, including, without limitation, any claims against or any liabilities for (i) Taxes of either Seller not related injury to, or death of, persons or damage to or associated with the Businessdestruction of property, the Facilities or the other Assetsany workers' compensation claims, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)warranty claims; (i) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations or accrued liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereonSeller; (j) liabilities associated all claims, liabilities, losses, damages, expenses or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law (as defined in Section 6.1.11(f)) or resulting from the ----------------- use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances (as hereinafter defined in Section 6.1.11(d) hereof), solid wastes, and gaseous matters by Seller and by ---------------- any other person in relation to Seller or the Stations to the extent related to, arising from or otherwise attributable to acts or omissions prior to or conditions existing as of the Effective Time, including, without limitation, any liability or obligation for cleaning up waste disposal sites from or related to acts or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant omissions prior to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement;Effective Time; and (k) liabilities arising all fees and expenses incurred by Seller in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangementnegotiating, including any grievancespreparing, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m)closing, 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV carrying out this Agreement and the Sellers’ covenants in Article VI)transactions contemplated by this Agreement, known or unknownincluding, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Businesslimitation, the Facilities fees and the Assetsexpenses of Seller's attorneys, in each caseaccountants, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities consultants and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementbrokers.

Retained Liabilities. The Notwithstanding any provision of this Agreement or any Collateral Agreement (as defined in Section 8.11) and regardless of any disclosure to Purchaser, Purchaser shall not assume and Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): all liabilities and obligations of Sellers and their Affiliates (a) liabilities arising from disposal off-site under the Amended and Restated Credit Agreement, dated as of September 30, 1998, by and among Seller, Morgxx Xxxranty Trust Company of New York and The Chase Manhattan Bank, as agents, and the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal siteother banks party thereto, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); as amended, (b) fines under the Indenture, dated as of June 29, 1999, by and penalties imposed by Governmental Entities for violations before the Closing Date between Seller and The Bank of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); New York, as trustee, (c) liabilitiesfor Taxes arising out of the operation of the Business or the ownership of the Acquired Assets prior to the Closing other than the Assumed Liabilities, known or unknown(d) relating to the Retained Assets, (e) except to the extent arising from the exposure before the Closing Date specifically assumed by Purchaser pursuant to Section 1.3 of any employeethis Agreement, former employeethat are not items included in current liabilities or are items which are current liabilities that are not consistent with past practices, Independent Contractor (f) which relate to claims and litigation, including worker's compensation claims, or former independent contractor are current liabilities of either Seller types or other Person to Hazardous Materials from, at or categories not reflected on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilitiesReference Balance Sheet, known or unknown, except to the extent arising from the MTBE that was manufactured, sold, processed, used or stored specifically assumed by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised Purchaser pursuant to Section 1.3 of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption this Agreement, (iig) each License except to the extent specifically assumed by Purchaser pursuant to Section 1.3 of either Seller included in the Assets, and (iii) each JWWTP this Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assetslawsuits, actions, proceedings and claims pending or threatened, including, without limitation, those set forth on Exhibit 1.4(g), (h) relating to any fees and expenses owed to Lazard Freres & Co., LLC, (i) in respect of employees of any Seller or its Affiliates or Plans, except to the extent specifically assumed by Purchaser pursuant to Section 4.3, (j) that are not taken into account expressly Assumed Liabilities, (k) that are Contingent Obligations of each Seller, (1) that are fees and expenses incurred by each Seller in connection with the determination of Final Net Working Capital; (f) physical Bankruptcy Case, the Heinz Agreement, the transactions contemplated by this Agreement or bodily injuries any Alternative Transaction including, but not limited to, or damage to the property offees and expenses of attorneys, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the accountants, financial and other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Businessadvisors, the Facilities or any consultants, agents and other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities representatives or the other AssetsExpense Reimbursement and Break-Up Fee under the Heinz Agreement, (iim) Taxes related to or associated with the Businessthat are liabilities, the Facilities or the other Assets or the Assumed Liabilities obligations and commitments of each Seller for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyIndebtedness, including any interest or penalties related principal, accrued thereon; interest, prepayment penalties, late charges, and collection fees, (jn) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rightsare liabilities, obligations and liabilities commitments of each Seller for any damage claims arising from the rejection under Section 365 of the Purchaser Bankruptcy Code of any executory or unexpired Contracts, (o) that are liabilities, obligations and the commitments of each Seller party thereto with respect for consequential damages, punitive damages, or exemplary damages however caused, whenever or wherever arising, or to such matters will be governed solely whomsoever owed, (p) that are liabilities, obligations and commitments of each Seller for any pre- or post-petition claims for fees, interest, late fees, charges, penalties, court costs or attorneys fees claimed by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan party, or ERISA Affiliate Plan; (l) liabilities under by any of the CBAs or any other collective bargaining agreement or other labor arrangementcreditor, including any grievancesPerson asserting such claims under any Contract, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (mq) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rightsliabilities, obligations and liabilities commitments of the Purchaser each Seller for any matter retained by a Seller under Section 4.3, including severance or retention agreement or plan of a Seller and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.(r) that are liabilities, obligations and

Retained Liabilities. The Sellers On the terms and subject to the conditions of this Agreement, Seller and its Subsidiaries (other than the Purchased Entities) shall retain liability to third parties retain, and remain responsible for paying, discharging, satisfying and performing when due, and Purchaser and its Affiliates shall not assume, the following Liabilities of Seller or any of its Subsidiaries (including the Purchased Entities) (the “Retained Liabilities”): (a) liabilities arising from disposal off-site except as set forth in Section 2.6(c), any Indebtedness of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Entities; (b) fines and penalties imposed by Governmental Entities for violations before Liabilities to the Closing Date extent arising out of Environmental Laws or Environmental Permits (related to the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilitiesexcept as set forth in Section 5.7, known Liabilities relating to or unknown, to the extent arising from the exposure before the Closing Date of under any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Benefit Plan; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Liabilities for Excluded Taxes; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included except as set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.6(n), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalall Specified Liabilities; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date Liabilities to the extent caused by related to the physical condition of the AssetsRetained Seller Business; (g) liabilities (including accounts payable) owed by either Seller to the other any and all Liabilities for which Seller or any Affiliate of its Affiliates (other than, following the Sellers on or before the Closing Date in respect of the BusinessClosing, the Facilities Purchased Entities) expressly has responsibility pursuant to this Agreement or any other Assets;Transaction Document; and (h) liabilities for Liabilities set forth on Section 2.7(h) of the Seller Disclosure Schedules. For the avoidance of doubt, any Liabilities within clauses (ib) Taxes through (h) in this Section 2.7 that are Liabilities of either a Purchased Entity shall be assumed by Seller not related to or associated with the Businessand its Subsidiaries (other than any Purchased Entity). Seller and Purchaser acknowledge and agree that neither Purchaser nor any of its Affiliates (including, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after following the Closing, it being understood that the respective rightsPurchased Entities) will assume, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will retain, pay, perform or otherwise discharge, or shall otherwise be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with or become responsible or have any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under Liability for, any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRetained Liabilities.

Retained Liabilities. The Sellers On the Closing Date, Buyer shall retain liability assume, perform and discharge the obligations and liabilities of KMD under the Equipment Leases and the Included Contracts (collectively, the "Assumed Contracts") pursuant to third parties for an Assumption Agreement substantially in the following form of EXHIBIT F hereto (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation "Assumption Agreement"), provided that Buyer shall have received all necessary consents with respect to the Star Lake Canal site, EPA ID TX0001414341assignment thereof to Buyer and provided further that Buyer shall assume KMD's obligations under the Assumed Contracts only to the extent that (i) Sellers' representations and warranties with respect to the Assumed Contracts are true and correct in all material respects and (the “Seller Off Site Disposal Liability”); (bii) fines such obligations of performance arise and penalties imposed by Governmental Entities for violations before relate to events occurring on or after the Closing Date Date. No other liabilities or obligations of Environmental Laws Sellers are expressly or Environmental Permits by implication being assumed by Buyer under this Agreement. Without limiting the generality of the preceding sentence, Sellers shall retain all obligations and liabilities (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent contingent or fixed, liquidated or unliquidated, accrued or unaccrued, "Liabilities") relating to, arising out of or accruing from the exposure before the Closing Date operation of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before prior to the Closing Date, excluding including, without limitation: any and all obligations of KMD for performance under Contracts (other than obligations for performance arising after the Product Inventory comprised of MTBE conveyed Closing Date under the Assumed Contracts); any and all Taxes with respect to the Purchaser at operation of KMD or the Closing (Business or the “Seller MTBE Liability”); (e) ownership, use or leasing of any obligation under (i) each Assumed Contract, related of the Assets on or prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; any and all Liabilities pertaining to any indebtedness of either Seller in respect of the Assets, time period prior to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for Environmental Law; any indebtedness of either Seller or any Affiliate of either Seller and all Liabilities with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or Benefit Plan; any and all Liabilities arising from any Excluded Asset, excluding, claims in the case of an Excluded Asset that is the subject respect of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreementother obligations pertaining to, the Purchaser’s liabilities Excluded Assets; any and obligations all Liabilities with respect to such asset thereunder for matters attributable professional liability claims pertaining to operations and transactions during the any time period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect prior to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) any and all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, Liabilities with respect to those the accounts payable or other current liabilities arising under applicable common law, such liabilities shall be included without regard of KMD pertaining to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before any time period prior to the Closing Date, excluding, in the case ; any and all Liabilities of an Excluded Asset that is the subject of, Sellers under any Clinical Laboratory Improvements Act ("CLIA") license or owned or operated after provider number of KMD pertaining to any time period prior to the Closing Date pursuant to the terms ofincluding, a Commercial Agreementwithout limitation, the Purchaser’s liabilities KMD Medicare provider agreement and obligations Medicare provider number L220810 pertaining to services performed at the Facilities; and any and all Liabilities with respect to such asset thereunder any false claims, civil or criminal enforcement actions, civil money penalties, administrative sanctions or other Liabilities related to any overpayment for matters attributable services performed by or billed by or on behalf of KMD prior to operations and transactions during the period after Closing Date (collectively, the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement"Retained Liabilities") .

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities Any Liability whatsoever, whether fixed or the JWWTP (including without limitation with respect to the Star Lake Canal sitecontingent, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws recorded or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesunrecorded, known or unknown, with respect to the extent arising Hotel that accrues and/or arises solely from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person events which occurred prior to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (except as otherwise expressly set forth herein), including, but not limited to (subject to the “Seller MTBE Liability”); foregoing limitations): (ea) any obligation under Seller Encumbrance; (ib) each Assumed Contract, related to any and all accounts payable or other trade payables not included within the rights under each Assumed Contract assigned to the definition of Post-Closing Accruals or for which Purchaser under the Assignment and Assumption Agreement, received a credit for at Closing; (iic) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account included within the definition of Post-Closing Accruals or for which Purchaser received a credit at Closing or for which Purchaser is responsible for pursuant to the express terms of this Agreement, tax obligations, including without limitation, all federal, state, local or special purpose district tax and withholding liabilities and obligations of Seller or any of its respective Affiliates with respect to periods prior to the Closing, and any interest, fines or penalties thereon or with respect to returns filed or required to be filed in connection therewith (including, without limitation, any recapture and including any amounts due or which may come due and owing under applicable Legal Requirements; provided that Purchaser shall be solely responsible for any fines, interest or penalties resulting from Purchaser or its Affiliates failure to pay such taxes included in the determination definition of Final Net Working Capital; Post-Closing Accruals or for which Purchaser received a credit for at Closing or for which Purchaser is responsible for pursuant to the express terms of this Agreement); (d) Liabilities arising from any claims by third parties (but excluding in all instances any Affiliate of Purchaser or any of their respective Affiliates) for personal injury or property damage arising out of events occurring prior to the Closing caused by any violation of Environmental Laws that were in effect and valid at the time in question; (e) Liabilities or obligations of Seller or its Affiliates for brokerage or other commissions relating to the transactions contemplated herein subject to the terms of Section 14.1(b) and Purchaser’s obligations thereunder; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related relating to or arising from any Excluded Assetcontracts between Seller and any of its Affiliates; (g) any security and other deposits, excludingadvance or prepaid rents, and key money (including any interest thereon) not prorated pursuant to this Agreement or for which Purchaser received a credit at Closing and held by Seller from tenants of the Hotel with Space Leases in effect as of the Closing; (h) any Liability or obligation for advance Bookings if any deposits related thereto that were actually received by Seller are not prorated pursuant to this Agreement or set forth in the case Preliminary Closing Statement or for which Purchaser received a credit for at Closing (provided, however, Purchaser shall honor all Bookings regardless of an Excluded Asset whether or not a reservation deposit was credited to Purchaser as part of the prorations hereunder); (i) any liability arising from the termination, discharge, layoff or other separation from employment of Manager’s or Seller’s employees prior to the Closing, except as otherwise expressly set forth in this Agreement; (j) any Liability relating to or arising from the Condominium Declaration and the Waterview Declaration that is accrued prior to the subject of, period before Closing; and (k) to the extent not included within the definition of Post-Closing Accruals or owned or operated after the Closing Date otherwise prorated pursuant to the terms ofthis Agreement or for which Purchaser received a credit at Closing, a Commercial Agreement, the Purchaser’s liabilities and obligations any Liability with respect to such asset thereunder for matters attributable to operations goods and transactions during services or the period after the Closing, it being understood that the respective rights, obligations purchase of goods and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, services to the extent arising from any act such goods were delivered at the Hotel or omission the services were rendered prior to or at the Closing and were ordered at the request of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementManager.

Retained Liabilities. The Sellers shall retain liability Principal shall, jointly and severally with Borrower, be personally liable for, (i) the full recourse obligation to third parties for pay the Obligations upon the occurrence of any event set forth in the following clauses (m) and/or (n), and (ii) any liabilities, costs, losses (including, without limitation, any reduction in value of the “Premises, or any other Collateral or the loss of any such Collateral or Lender's security interest therein), damages, expenses (including, without limitation, attorneys' fees and disbursements, and court costs, if any), or claims suffered or incurred by Lender (or any Indemnified Party) by reason of or in connection with the occurrence of any event set forth in any of the following clauses (a) through (o) (collectively, the "Retained Liabilities”"): (a) liabilities arising from disposal off-site any fraud or breach of trust by Borrower or any Related Party, including by reason of any claim under the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Racketeer Influenced and Corrupt Organizations Act (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”"RICO"); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date misapplication of Environmental Laws any insurance proceeds or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)condemnation awards; (c) liabilities, known the failure of Borrower or unknown, any Related Party to direct or pay Receipts received by Borrower or any Related Party to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site Clearing Account or the other Assets (Cash Collateral Account and as required under the “Seller Exposure Liability”)Loan Agreement and the Cash Management Agreement; (d) liabilitiesthe misapplication by Borrower or any Related Party (or at any such Person's direction) of monies held in or paid out from any account (including any reserve or escrow) maintained under the Loan Agreement, known the Cash Management Agreement or unknownany of the other Loan Documents, including without limitation, monies paid to Borrower pursuant to Section 8 of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Cash Management Agreement; (e) any obligation under (i) each Assumed Contractand all tenant security deposits held by Borrower not being properly applied, related returned to tenants when due or delivered to Lender, any receiver or any Person purchasing the rights under each Assumed Contract assigned to Premises at a foreclosure sale upon the Purchaser under taking of possession of the Assignment and Assumption AgreementPremises by Lender, (ii) each License of either Seller included such receiver or other Person as provided in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalLoan Documents; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused a breach by the physical condition Borrower of any of the Assetscovenants contained in Section 4.2 or 4.8 of the Loan Agreement; (g) liabilities (including accounts payable) owed by either Seller to wrongful removal or destruction of property constituting the other Seller Premises or any Affiliate intentional waste of the Sellers on Premises by Borrower or before the Closing Date in respect of the Business, the Facilities or any other Assetsa Related Party; (h) liabilities for any Legal Requirement (iincluding RICO) Taxes mandating the forfeiture by Borrower of either Seller not related to the Premises, or associated with any portion thereof, because of the Business, the Facilities conduct or the other Assets, (ii) Taxes related to purported conduct of criminal activity by Borrower or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Related Party in connection therewith; (i) liabilities for any indebtedness material misrepresentation, miscertification or breach of either Seller or any Affiliate of either Seller warranty by Borrower with respect to borrowed moneyany representation, warranty or certification contained in this Agreement or any other Loan Document or in any document executed in connection therewith, pursuant to any of the Loan Documents or otherwise to induce Lender to make the Loan, or any advance thereof, or to release monies from any account held by Lender (including any interest reserve or penalties accrued thereonescrow) or to take other action with respect to Collateral; (j) liabilities associated with, related to or arising from a breach of any Excluded Asset, excluding, in of the case provisions of an Excluded Asset that is Article 8 of the subject of, or owned or operated after the Closing Date pursuant Loan Agreement (if and to the terms of, extent a Commercial Agreement, the Purchaser’s liabilities substantive consolidation of Borrower and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementanother Person occurs as a result thereof); (k) liabilities arising in connection with any Seller Benefit Plan damage or ERISA Affiliate Plandestruction of the Premises or any part thereof due to fire or other casualty to the extent not covered by insurance required by the terms of the Loan Agreement, but only to the extent the same would have been covered by insurance if Borrower had obtained and maintained the insurance coverage required by the terms of the Loan Agreement; (l) liabilities the amount of any Lien voluntarily placed on the Premises by Borrower (or any predecessor-owner of the Premises which is an Affiliate of Borrower) which is prior to the Lien of the Mortgage against the Premises; (i) any Significant Party filing a voluntary petition under the United States Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (ii) any Affiliate of Borrower files, or joins in the filing of, an involuntary petition against any Significant Party under the United States Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (iii) any Significant Party files an answer consenting to or acquiescing in any involuntary petition filed against it or against any other Significant Party by any other Person under the United States Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or (iv) any Affiliate of Borrower consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee or examiner for any Significant Party or any portion of the Collateral, or (v) any Significant Party making an assignment for the benefit of creditors, or admitting its insolvency or inability to pay its debts as they become due; or (n) Borrower or any Affiliate of Borrower contesting or in any way interfering with, directly or indirectly, any foreclosure action, Uniform Commercial Code sale and/or deed in lieu of foreclosure transaction commenced by Lender or with any other enforcement of Lender's rights, powers or remedies under any of the CBAs Loan Documents or under any document evidencing, securing or otherwise relating to any of the Collateral (whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action, seeking to consolidate any such foreclosure or other enforcement with any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10action, or 4.11otherwise); provided, however, that Principal shall not be so liable if a court of competent jurisdiction determines that such Contest was brought in each case good faith (even if such Contest was unsuccessful). Nothing contained herein is intended to limit the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject obligations and personal liability of the Sellers’ representations and warranties in Article IV guarantors under any guaranty and the Sellers’ covenants in Article VI)indenmitors under any indemnity agreement, known or unknownincluding, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Businesslimitation, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Environmental Indemnification Agreement, executed by any Person for the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities benefit of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementLender.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the following Assumed Liabilities, Purchaser shall not assume and hereby expressly disclaims any assumption of any other Liabilities of Seller, whether or not related to the Aesthetics Business (the “Retained Liabilities”):), including, but not limited to, any liabilities (except for the liabilities specifically described in clauses (i) — (vi) of Section 1.3(a)) relating to or arising out of: (ai) liabilities arising from disposal off-site The ownership, use or possession of the Facilities Purchased Assets and operation of the Aesthetics Business on or before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Effective Time; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included Liabilities first arising in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect ordinary course of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers Aesthetics Business on or before the Closing Date in respect of under the Business, the Facilities or any other AssetsAssigned Contracts; (hiii) liabilities for Seller’s Retained Environmental Liabilities; (iiv) All Liabilities with respect to those employees of the Subsidiaries to be employed by Seller after the Closing Date, as identified in Schedule 1.3(b) (the “Retained Employees”) whether such Liabilities arise under (A) the Acquired Rights Directive (77/187/EEC); or (B) UK or French legislation implementing the Acquired Rights Directive into national law; or (C) otherwise; (v) Any Taxes of Seller, any Income Taxes of any Subsidiary arising after application of its NOL Threshold or other Taxes of any Subsidiary, including any liability for Taxes arising from or attributable to Seller’s operation of the Aesthetics Business or use or ownership of the Purchased Assets (other than Taxes attributable to either Seller not related to or associated with of the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities Subsidiaries for taxable periods (or portions thereof) ending on or before prior to the Closing Date to the extent that they are reflected in the Final Subsidiary Closing Balance Sheet) for all taxable periods (or portions thereof) ending on or prior to the Closing Date, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated withTransfer Taxes, related if any, and Straddle Period Taxes attributable to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date Seller pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities Sections 4.2(c) and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities 4.2(e) of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement; (kvi) liabilities All amounts owed under any Contract disclosed in Section 2.24 of the Disclosure Schedule; (vii) Any Liabilities under any Contracts other than the Assigned Contracts and any Liabilities arising from or in connection with any breach, violation, default or failure of performance of Seller Benefit Plan or ERISA Affiliate Planany third party under the Assigned Contracts prior to the Closing Date; (lviii) liabilities under any All Liabilities, obligations and responsibilities of the CBAs Seller arising out of or any other collective bargaining agreement or other labor arrangement, including any grievances, relating to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DateAncillary Agreements; and (nix) all other liabilities All Liabilities arising out of Section 4.2(a) (other than those the subject matter relating to “lump sum payment” obligations of clauses (aSeller) through (m) above or under that are the subject of the Sellers’ representations certain Non-Exclusive Patent License between Seller and warranties in Article IV and the Sellers’ covenants in Article VI)Palomar Medical Technologies, known or unknowndated October 18, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement2006.

Retained Liabilities. The Sellers Seller Entities or their Affiliates shall retain liability to third parties for and be responsible for, and Purchaser shall not assume, the following Liabilities of the Seller Entities or their Affiliates (the “Retained Liabilities”): (a) liabilities arising from disposal off-site Any Indebtedness of the Facilities before Seller Entities or their respective Subsidiaries as of the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Closing; (b) fines and penalties imposed by Governmental Entities Any Liabilities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “which any Seller Environmental Fines and Penalties Liability”)Entity expressly has responsibility pursuant to this Agreement; (c) liabilities, known or unknown, All Liabilities to the extent arising from out of or related to the exposure before Excluded Assets (other than any Liabilities for which Purchaser or any of its Affiliates expressly has responsibility pursuant to the Closing Date terms of this Agreement or any employeeTransaction Document, former employee, Independent Contractor and other than Liabilities that are separately allocated pursuant to any other agreement or former independent contractor of either transaction related to such Excluded Assets between Seller or other Person to Hazardous Materials fromany of its Affiliates, at or on the Site one hand, and Purchaser or any of its Affiliates, on the other Assets (the “Seller Exposure Liability”hand, including any commercial or other agreements unrelated to this Agreement, as applicable); (d) liabilitiesExcept as set forth in Section 6.2(b) and Section 6.2(e), known all Liabilities relating to or unknownarising out of any Seller Benefit Plan and all Liabilities arising under or in connection with an employee benefit plan, program, policy or arrangement sponsored, maintained or contributed to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)any ERISA Affiliates; (e) any obligation under All Liabilities related to (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, any Former Business Employee or (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related any Business Employee not assumed by Purchaser pursuant to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP AgreementsSection 2.6(g); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsAll Liabilities for Excluded Business Taxes; (g) liabilities (including accounts payable) owed by either All Liabilities for Transfer Taxes for which Seller is responsible pursuant to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsSection 7.3; (h) liabilities for (i) Taxes All financial obligations of either Seller not related to or associated with under the BusinessRoyalty Purchase Agreement, the Facilities or the other Assetsdated June 11, (ii) Taxes related to or associated with the Business2020, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date by and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)between Seller and RPI 2019 Intermediate Finance Trust; (i) liabilities All Liabilities for claims made prior to the Closing for product liability, product warranty, product recall, product defect and personal injury from Products or clinical trials related to the Business, to the extent constituting covered losses or coverable losses under the Specified Insurance Policies (regardless of whether actually paid by the insurer and regardless of whether included in any indebtedness deductible) and not in excess of either Seller or any Affiliate the aggregate limit of either Seller with respect to borrowed money, including any interest or penalties accrued thereonsuch Specified Insurance Policies; (j) liabilities associated with, related to or All criminal Liabilities and obligations and all civil penalties of Seller and its Affiliates arising from any Excluded Assetcriminal Proceedings or breaches by Seller or its Affiliates of criminal Laws, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant but solely to the terms of, a Commercial Agreement, the Purchaser’s liabilities extent such Liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during are excluded from coverage under the period after the Closing, it being understood that the respective rights, obligations and liabilities terms of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement;RWI Policy; and (k) liabilities arising Fees and expenses of brokers, finders, outside counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any of its Affiliates specifically in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any the Sale Process and the negotiation, execution and performance of this Agreement and the CBAs or other Transaction Documents and the transactions contemplated hereby and thereby and any other collective bargaining agreement or similar processes which occurred with any other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementPerson.

Retained Liabilities. The Sellers Notwithstanding the foregoing, the Seller or any of the Seller Subsidiaries, as the case may be, shall retain and shall pay and timely discharge without liability to third parties for the Buyer or the Buyer Subsidiaries, the following liabilities of the Seller or the Seller Subsidiaries (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site any liability or obligation under or in connection with the Excluded Assets and any liability or obligation of the Facilities before Seller or any of the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation Seller Subsidiaries with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal any Retained Liability”); (b) fines and penalties imposed by Governmental Entities any federal, state, local, provincial or other foreign income, capital gain or other tax payable with respect to the Business, the Transferred Assets or the Assumed Liabilities for violations before any period prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Closing; (c) liabilitiesall liabilities and obligations of the Seller and the Seller Subsidiaries arising out of claims or similar suits, known actions or unknownproceedings by any Transferred Employee (as defined in Article 10) pursuant to governmental workers' compensation or similar law, or occupational disease or injury which arise out of the Business on or prior to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Closing; (d) liabilities, known any indebtedness of the Seller or unknown, to any of the extent arising from Seller Subsidiaries or any Affiliate of the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)for borrowed money; (e) any obligation under (i) each Assumed Contractliability for the failure to comply with the bulk sales laws of any jurisdiction, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and except any indebtedness of either Seller in respect such liability arising out of the Assets, failure of the Buyer to the extent not taken into account in the determination of Final Net Working Capitalpay any Assumed Liability; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused any fees and expenses incurred by the physical condition Seller or any of the AssetsSeller Subsidiaries in connection with negotiating, preparing, closing and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the fees, disbursements and expenses for the Seller's investment bankers, attorneys, accountants and consultants; (g) all liabilities and obligations retained by the Seller pursuant to Article 10, including, without limitation, (including accounts payablei) owed by either all withdrawal liability (both for any complete or partial withdrawal) under any multiemployer plan (as defined in Sections 3(37) and 4001(a)(3) of ERISA) to which Seller has at any time made contributions, and (ii) all liability to the other any single-employer plan (as defined in Sections 3(31) and 4001(a)(15) of ERISA) to which Seller or has at any Affiliate time made contributions and (iii) all liabilities and obligations of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsSeller pursuant to Section 10.3(d); (h) liabilities for (i) Taxes of either Seller not related to or associated subject to, and in accordance with the Businessterms of, Article 12, all liabilities and obligations in respect of the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Seller's share of any Pre-Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written);Environmental Condition; and (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s all liabilities and obligations with in respect of any Environmental Condition on, in or under any real property, other than the Real Property, previously owned, leased or otherwise used in or by the Business prior to such asset thereunder for matters attributable the Closing or to operations and transactions during which any Regulated Substance generated by the period after Business was transported or disposed prior to the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Seller shall retain liability retain, and Purchaser shall not assume and shall not be responsible to third parties for pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the following Assumed Liabilities (the “Retained Liabilities”):). Seller expressly retains all responsibility for, and undertakes to satisfy and perform all Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include, but not be limited to, the following: (a) liabilities Unless expressly included within Assumed Liabilities, any Liability arising from disposal off-site out of the Facilities before Business to the extent arising prior to the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Date; (b) fines and penalties imposed by Governmental Entities for violations before any Liability that arises under any Assumed Contracts that arises after the Closing Date Date, but only to the extent that such Liability arises out of Environmental Laws any breach (or Environmental Permits (alleged breach) that occurred prior to the “Seller Environmental Fines and Penalties Liability”)Closing Date; (c) liabilitiesany Liability for Taxes, known including (i) any Taxes arising as a result of Seller’s operation of the Business or unknown, ownership of the Assets prior to the extent Closing Date; (ii) any Taxes arising from as a result of the exposure before sale of the Closing Date Assets pursuant to this Agreement; and (iii) any deferred Taxes of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)nature; (d) liabilitiesany environmental, known or unknown, to the extent health and safety Liabilities arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting out of Seller’s operation of the Business before prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation Liability arising under (i) each Assumed Contractany employee benefit plans or relating to payroll, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreementvacation, (ii) each License sick leave, workers’ compensation, severance, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of either Seller any kind for Seller’s employees or former employees or both, except for liabilities included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness definition of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalCurrent Liabilities; (f) physical any Liability arising out of any lawsuit, administrative or bodily injuries toregulatory proceeding pending on, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case prior to the extent attributable to periods of time before the Closing Date; and (ng) any Liability arising from any violations of any applicable laws, regulations or ordinances by Seller. All Retained Liabilities shall remain the sole responsibility of Seller and Seller shall pay, perform and discharge, when due, all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations Retained Liabilities. Purchaser agrees to cooperate in good faith with Seller and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, make available to Seller such information related to the extent arising under current Business as reasonably necessary in connection with Seller’s investigation or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use defense of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant any claim related to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRetained Liabilities.

Retained Liabilities. The Sellers shall retain liability to third parties for Seller hereby acknowledges and agrees that all Liabilities of Seller other than the following Assumed Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the Facilities before foregoing, Retained Liabilities include the Closing Date following Liabilities of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the AssetsSeller, to the extent not taken into account in the determination of Final Net determining Working Capital;: (fi) physical any Liability arising out of or bodily injuries to, relating to products or damage to the property of, third parties that occurred before the Closing Date services of Seller to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller manufactured, sold or provided prior to the Effective Time other Seller or any Affiliate of than to the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assetsextent assumed under Section 2.4(a)(iii), (iia)(iv) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtena)(v); (iii) liabilities for any indebtedness Liability of either Seller under any Contract assumed by Buyer pursuant to Section 2.4(a)(v) arising out of a breach of or default under any Affiliate of either Seller with respect such Contract that occurs prior to borrowed money, including any interest or penalties accrued thereonthe Effective Time; (jiii) liabilities associated with, related any Liability for (A) Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that Effective Time; (B) Transfer Taxes for which Seller is the subject of, or owned or operated after the Closing Date liable pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities Section 7.2(e); and obligations with respect (C) Taxes for which Seller is liable pursuant to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement; (kiv) liabilities any Liability under any Contract not assumed by Buyer under Section 2.4(a)(v), including any Liability arising out of or relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental, Health and Safety Liabilities arising out of or relating to the (x) operation of the Business prior to the Effective Time, or (y) Seller’s leasing, ownership or operation of real property or the Facilities; (vi) any Liability under or that relates to the Company Benefit Plans (including, without limitation, Seller ESOP) or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement entered into by Seller with any current or former employee of Seller or any of their Related Persons; (viii) any Liability arising out of or relating to any current or former employee grievance with respect to an event or occurrence prior to the Effective Time whether or not the affected employees are hired by Buyer; (ix) any Liability to any Related Person of Seller; (x) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of Seller; (xi) any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the consideration received hereunder; (xii) any Liability arising out of any Proceeding by or against Seller whether pending as of or commenced after the Effective Time; (xiii) any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xiv) any Liability under this Agreement or any other document executed by the Seller in connection with the Contemplated Transactions; (xv) except for any Liability included in Schedule 2.4(a)(ix), all Liabilities, if any, arising out of or relating to any prior acquisition or disposition by Seller, including Seller’s acquisition of JKS Manufacturing on December 28, 2012, or set forth on Schedule 2.4(b)(xv); (xvi) any Liability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller or any of its Related Persons (or any Person acting on behalf of any of them) in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DateContemplated Transactions; and (nxvii) all any other liabilities (other than those the subject matter Liability of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent Seller arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementEffective Time.

Retained Liabilities. The Sellers Notwithstanding Section 3.1, Seller, the Asset Subsidiaries and the Existing Autopal Companies shall retain liability be responsible for all of the liabilities and obligations not hereby expressly assumed by Buyer and Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or its Affiliates or any other Person except for those liabilities and obligations expressly assumed by Buyer pursuant to third parties for the following terms of Section 3.1 above, which assumed liabilities shall include all liabilities and obligations assumed by virtue of the acquisition of the VTYC Stock (but not the Autopal Stock) except as expressly excluded below. All such liabilities and obligations not expressly assumed by Buyer are referred to herein collectively as the “Retained Liabilities”):. Without limiting the generality of the foregoing, Seller, the Asset Subsidiaries and the Existing Autopal Companies shall retain and timely pay and discharge the following liabilities, all of which shall be Retained Liabilities for all purposes of this Agreement: (a) (i) all liabilities arising out of any claim, proceedings or rights of action that derive from disposal off-site or were originated as a result of Seller’s Chapter 11 bankruptcy reorganization filed on May 25, 2009, including any obligation of Seller to make distributions to holders of allowed claims under its plan of reorganization filed on May 25, 2009, and (ii) all liabilities and obligations arising out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Excluded Assets (including without limitation with respect except in relation to certain license rights expressly assumed by Buyer pursuant to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”PRTLA); (b) fines all accounts payable and penalties imposed by Governmental Entities for violations before accrued expenses that arose on or prior to the Closing Date that exist at the Closing (including “Sundry Payable and Accrued Sundry” of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”type set forth in the Financial Information); (c) liabilities, known or unknown, all Taxes payable with respect to the extent arising from Business, the exposure before Transferred Assets (including the Stock) or the Assumed Liabilities for any period prior to the Closing Date (including any deferred Tax liability of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person the type set forth in the Financial Information) provided that VTYC will remain solely liable for all Taxes payable with respect to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Business conducted by it; (d) liabilitiesall Indebtedness of Seller, known the Asset Subsidiaries, the Existing Autopal Companies, the Stock Selling Subsidiaries or unknownAutopal, to except for liabilities and obligations identified on Section 3.1(h) of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Disclosure Schedule; (e) all liabilities and obligations for product liability claims or recalls for injury to person (including death) or property in connection with any obligation under (i) each Assumed Contractproducts sold by the Business, related Seller, an Asset Subsidiary, a Stock Selling Subsidiary or Autopal prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical all liabilities and obligations of the Business in respect of customer warranty or bodily injuries to, or damage recall claims for products sold prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition Seller, an Asset Subsidiary, a Stock Selling Subsidiary or member of the Assets;Stock Group; and (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any all Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.Employee Liabilities. ARTICLE 4

Retained Liabilities. The Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for, and Sellers shall retain liability to third parties will retain, pay, perform and discharge any liability, obligation, debt, charge or expense of Sellers of any kind, description or character except for the following Assumed Liabilities (the “Retained Liabilities”):). The Retained Liabilities will include, without limitation, all of the following: (ai) liabilities any and all Liabilities of any Seller or any of its Subsidiaries, whether arising from disposal off-site of the Facilities before before, on or after the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknownDate, to the extent resulting from or arising from out of the exposure before past, present or future ownership or use of any of the Excluded Assets, (ii) (A) all Liabilities assumed by, retained by or agreed to be performed by Parent or its Subsidiaries pursuant to this Agreement or any of the Ancillary Agreements, (B) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of the Sellers pursuant to Section 8.3, (C) any Excluded Pension Liabilities, and (D) all Indebtedness of any Seller or any of its Subsidiaries (other than any Purchased Entity), excluding the Indebtedness of the Sellers listed on Schedule 1.4(ii), (iii) Taxes of the Sellers or any of their Subsidiaries (excluding any Taxes of the Purchased Entities or any Taxes specifically allocated or made the obligation of Buyer pursuant to Section 8.3), (iv) all Liabilities related to employment, labor, compensation or employee benefits (A) of each current or former employee of Parent or its Subsidiaries (other than the Transferring Employees) whether arising before, on or after the Closing Date and (B) of any employee, former employee, Independent Contractor or former independent contractor of either Seller or each Non-Purchased Entity Employee (other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (dthan ARD Business Employees) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business incurred before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed in each case except as expressly assumed by Buyer as set forth in Section 9.1, (v) all Liabilities related to any German pension plan to the Purchaser at extent covering inactive employees as of the Closing Date, (vi) all Liabilities, obligations or claims relating to the Transaction Bonus Agreements, except as expressly assumed by Buyer as set forth in Section 1.3, (vii) all Liabilities relating to stock-based compensation (including stock options and restricted stock units) of Parent or any of its Subsidiaries which is held by current or former employees of Parent or any of its Subsidiaries (including the Business Employees), (viii) all Liabilities relating to workers’ compensation claims by Business Employees who do not become Transferring Employees, or with respect to workers compensation claims by Transferring Employees to the extent of any Liability that relates to incidents that occurred prior to the Closing, and (ix) the Liabilities of any Seller or any of its Subsidiaries set forth on Schedule 1.4(ix), (x) all Liabilities for infringement, misappropriation, or violation of third party Intellectual Property to the extent relating to the Seller’s conduct of the Businesses prior to the Closing, (xi) all Liabilities (other than Assumed Liabilities) to the extent resulting from or in connection with the ownership or operation of the Purchased Assets prior to the Closing, (xii) all Liabilities to the extent relating to injury to or death of persons or damage to or destruction of property arising out of events occurring prior to the Closing with respect to either of the Businesses or the Purchased Assets, (xiii) except with respect to the Assumed Lawsuits, all Liabilities to the extent resulting from, relating to or arising out of any Legal Proceedings relating to Sellers’ conduct of the Businesses prior to the Closing (the “Seller MTBE Liability”whether pending, threatened, known or unknown); (e) , including any obligation under (i) each Assumed ContractLegal Proceedings set forth in any Schedule referenced in Article 3 of this Agreement, related or to the rights under each Assumed Contract assigned extent resulting from, relating to or arising out of the Purchaser under subject matter of any Legal Proceedings involving any Seller (with respect to either of the Assignment and Assumption Agreement, (iiBusinesses or the Purchased Assets) each License as of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, and (xiv) all Liabilities to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from out of any Excluded Asset, excluding, in the case breach of an Excluded Asset that is the subject of, or owned or operated after Assumed Contract by any Seller prior to the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely or any indemnity claims by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan other party or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, parties thereto to the extent related to or arising from out of any act act, omission, event, condition, or omission of either Seller circumstance occurring or any Affiliate of either Seller before existing prior to the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Retained Liabilities shall retain liability to third parties for remain the following (the “--------------------- sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. "Retained Liabilities”): " shall mean every Liability of Seller other than the Assumed Liabilities, including: (ai) liabilities any Liability arising from disposal off-site out of the Facilities before the Closing Date or relating to products of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed installed prior to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, Effective Time; (ii) each License any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a) that arises after the Effective Time but that arises out of either Seller included in or relates to any Breach that occurred prior to the Assets, and Effective Time; (iii) each JWWTP Agreement, related any Liability for Taxes incurred or relating to periods prior to the rights under each JWWTP Agreement assigned Effective Time, including any Taxes arising as a result of Seller's operation of its business or ownership of the Assets prior to the Purchaser Effective Time, and any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement; (iv) any Liability under any Contract not assumed by Buyer under Section 2.4(a), including any Liability arising out of or relating to Seller's credit facilities or any security interest related thereto; (v) any Environmental, Health and Safety Liabilities arising out of or relating to the operation of Seller's business or Seller's leasing, ownership or operation of real property; (vi) any Liability under the Assignment (JWWTP Agreements); in each case clause (i)Employee Plans or relating to payroll, (ii) vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries toprofit-sharing plans, or damage to the property ofany other self-funded employee plans or benefits of any kind for Seller's employees or former employees or both; (vii) any Liability under any Seller employment, third parties that occurred before the Closing Date to the extent caused by the physical condition severance, retention or termination agreement with any employee of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of its Related Persons; (viii) any Liability arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyer; (ix) any Liability of Seller to Shareholder or any Related Person of Seller or any Shareholder; (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller; (xi) any Liability to distribute to Seller's Shareholder or otherwise apply all or any part of the Sellers on or before the Closing Date in respect consideration received hereunder; (xii) any Liability arising out of any Proceeding pending as of the Business, Effective Time; (xiii) any Liability arising out of any Proceeding commenced after the Facilities Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time; (xiv) any Liability arising out of or resulting from Seller's compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xv) any Liability of Seller under this Agreement or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising document executed in connection with the Contemplated Transactions; and (xvi) any Liability of Seller Benefit Plan based upon Seller's acts or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law omissions occurring after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementEffective Time.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall retain liability to third parties not assume or be liable for any of the following liabilities or obligations of Seller (the “"Retained Liabilities”") and none of the following liabilities or obligations shall be Assumed Liabilities for purposes of this Agreement (and Seller agrees to retain, remain liable for and to fully and timely discharge, and to hold Purchaser harmless from, such Retained Liabilities): (a) any of Seller's liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)obligations under this Agreement; (b) fines and penalties imposed any of Seller's liabilities or obligations for indebtedness for borrowed money, indebtedness secured by Governmental Entities for violations before liens on its assets or guarantees of any of the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)foregoing; (c) liabilitiesany of Seller's obligations or liabilities which relate to or arise out of any of the Benefit Plans (as defined in Section 3.17(a) below), known including, without limitation, liabilities under Section 4980B or unknown, Part 6 of Title I of ERISA (as defined in Section 3.17(a)) in connection with any "qualifying event" (as defined in Section 4980B(f)(3) of the Internal Revenue Code of 1986 as amended (the "Code") which occurs on or prior to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Date; (d) liabilitiesany of Seller's liabilities or obligations with respect to any amount of Taxes (as defined in Section 3.12 below), known or unknownincluding interest, penalties and additions to such Taxes (collectively, the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”"Retained Tax Liabilities"); (e) any obligation under (i) each Assumed Contractof Seller's liabilities or obligations to Seller's present or former employees or anyone employed by Seller prior to, related on or subsequent to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; , or any labor organization representing it, and any indebtedness of which are attributable either Seller in respect of the Assets, to events on or prior to the extent not taken into account Closing Date or to any acts or omissions of Seller prior to, on or after the Closing Date, except as specifically set forth in the determination of Final Net Working CapitalSection 1.3(c); (f) physical any of Seller's liabilities or bodily injuries toobligations relating to claims for breach of warranty, or personal injury, damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition or other loss based upon or arising out of the Assetssale and distribution of products or the provision of services by Seller prior to Closing; (g) liabilities any of Seller's obligations to indemnify any Person (as defined in this Section 1.4(g)) (including accounts payableSeller's stockholders) owed by either Seller to reason of the other fact that such Person was a director, officer, employee, or agent of Seller or was serving at the request of any Affiliate such entity as a partner, trustee, director, officer, employee, or agent of the Sellers on another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or before the Closing Date in respect of the Businessotherwise and whether such indemnification is pursuant to any statute, the Facilities charter document, bylaw, agreement, or otherwise). The term "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to department, agency, or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions political subdivision thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Sellers, jointly and severally, retain and shall retain liability to third parties for the following pay, perform, fulfill, and discharge on a joint and several basis, all Liabilities resulting from, based upon, or resulting from (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site the ownership, development, exploration, operation or maintenance of the Facilities before Properties prior to the Effective Time or the production, transportation, processing and marketing of Hydrocarbons from the Properties prior to the Effective Time, including the payment of Property Expenses (which payment is excluding, however, any adjustments to the Base Purchase Price to be made under Section 2.2 and any post-Closing obligations to make such payments under Section 9.3), for which Buyer has made a claim for indemnification under Section 10.6 prior to the date that is 12 months after the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Date; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Excluded Properties; (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Taxes; (d) liabilities, known or unknown, any payments owed from any Seller to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised any of MTBE conveyed such Seller’s Affiliates (other than Arris and its Subsidiaries) and relating to the Purchaser at the Closing (the “Seller MTBE Liability”)periods of time prior to Closing; (e) the willful misconduct of any obligation under (i) each Assumed Contract, related Seller or such Seller’s Affiliates with respect to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect operation of the Assets, Properties prior to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical any personal injury or bodily injuries to, death occurring on or damage attributable to Sellers’ interest in the property of, third parties that occurred before the Closing Date Properties prior to the extent caused by the physical condition of the AssetsClosing; (g) liabilities (including accounts payable) owed by either Seller those Actions relating to the other Properties and for which any Seller or has been served prior to the Execution Date, including any Affiliate of the Sellers matters described on or before the Closing Date in respect of the Business, the Facilities or any other AssetsSchedule 3.1(e); (h) liabilities for (i) Taxes any civil fines or penalties or criminal sanctions imposed on Sellers as a result of either Seller not related to or associated any pre-Closing violation of Law in connection with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Properties; (i) liabilities any Liabilities that are the result of any off-site transport or disposal, or arrangement for transport or disposal, of any indebtedness of either Seller or any Affiliate of either Seller with respect Hazardous Substances from Sellers’ interest in the Properties prior to borrowed money, including any interest or penalties accrued thereon;Closing; and (j) liabilities associated withthe accounting for, related failure to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject ofpay, or owned the incorrect payment to any Lease Burden owner or operated after working interest owner or other interest holder under the Closing Date pursuant Subject Oil and Gas Interests and escheat obligations insofar as the same are attributable to the terms of, a Commercial Agreement, the Purchaser’s liabilities periods and obligations Hydrocarbons produced and marketed with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, Properties prior to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case Effective Time for which Buyer has made a claim for indemnification under Section 10.6 prior to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or date that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) is four years from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in but excluding any responsibility for the case administration and payment of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant Suspense Funds to the terms ofextent the Base Purchase Price is adjusted under Section 2.2(b)(vii). By retaining any liabilities or obligations in this Section 10.1, a Commercial AgreementSellers and Buyer do not intend to, the Purchaser’s liabilities and obligations with respect are not deemed to such asset thereunder for matters attributable have admitted to operations and transactions during the period after the Closingany third Person, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementany liability.

Retained Liabilities. The Sellers Seller shall retain liability to third parties for and be solely responsible for, and the Purchaser shall not assume or in any way become liable for, any Liabilities of the Seller and its Affiliates’ that are not Assumed Liabilities, whether accrued or unaccrued, fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of the Closing Date, including, without limitations, the following liabilities of the Seller and its Affiliates related to the Acquired Assets (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of any tort, product liability or warranty claim to the Facilities before extent involving the Natroba Products sold or gifted without charge by the Seller prior to the Closing Date Date, which, in the case of Hazardous Materials originating from any split lots of Natroba Products, shall be determined based on the Facilities percentage of any such lot sold on or after the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Closing Date; (b) fines and penalties imposed by Governmental Entities for violations before any Liabilities to the extent arising out of or in connection with any act, omission or circumstance comprising a breach of any of the Assumed Contracts or the or the termination thereof, in each case, occurring prior to the Closing Date regardless of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”);when any such Liability is asserted; Redacted name of agreement for competitive/ confidentiality reasons. (c) liabilitiesall Liabilities for the Seller’s commitments or undertakings for materials and services, known or unknownincluding promotional materials and services, marketing expenses, disbursements, coupon redemptions, co-op fees, billbacks, temporary price reductions, off-invoice discounts, trade promotions and promotional allowances, to the extent arising from related to the exposure before Natroba Products and made in the ordinary course of business prior to the Closing Date of Date, but in all cases only to the extent related to any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person Natroba Product shipped prior to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Closing Date; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business all Liabilities associated with Returns of Natroba Products shipped before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to Liens on the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalAcquired Assets other than Permitted Encumbrances; (f) physical (i) any Taxes of the Seller for any taxable period; (ii) any and all Taxes with respect to the Acquired Assets or bodily injuries tothe Business for any Pre-Closing Tax Period; (iii) the Seller’s allocable share of Transfer Taxes as provided in Section 5.16(a); (iv) any liability of the Seller for the Taxes of any Person under Treasury Regulations section 1.1502-6 (or any similar provision of state, local, or damage foreign law), as a transferee or successor, by contract, or otherwise, with respect to any Tax period or portion thereof ending on or prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition Date; (v) liability for Taxes of the AssetsSeller that becomes a liability of the Purchaser under any common law doctrine of transferee or successor liability or otherwise by operation of contract or law; and (vi) any Taxes that the Seller was required to withhold from payments made to employees, consultants, shareholders, or other parties prior to Closing and (vii) all reasonable out-of-pocket third party costs and expenses, including reasonable legal fees and expenses, attributable to any item for which indemnification is provided in clauses (i)–(vi) above; (g) liabilities (including accounts payable) owed any Liabilities relating to individuals currently or formerly employed by either Seller or otherwise providing services to or for the other benefit of the Seller or any Affiliate of its Affiliates in connection with the Sellers on Business including, without limitation, any payments related to termination of any Business Employee or before the Closing Date in respect of the Business, the Facilities or Liabilities arising under any other AssetsBenefit Plans; (h) liabilities for any Liability related to the Seller’s employees or labor or employment practices, including: (i) Taxes of either Seller not related to or associated with the Businessfor Transferred Business Employees, the Facilities or the other Assets, any period pre-Closing; and (ii) Taxes related to or associated with the Businessfor non-Transferred Business Employees, the Facilities or the other Assets or the Assumed Liabilities for taxable all periods (or portions thereof) ending on or before the Closing Date pre- and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)post-Closing; (i) liabilities for any indebtedness of either Seller broker’s or finder’s fee or any Affiliate other commission or similar fee owed to any broker, investment banker, agent, finder or other intermediary acting on behalf of either Seller the Seller, incurred directly or indirectly in connection with respect to borrowed money, including any interest or penalties accrued thereonof the transactions contemplated hereby; (j) liabilities associated with, related all Liabilities arising out of the Medicaid Drug Rebate Program in connection with the Seller’s NDC Codes for the Natroba Products prior to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementas set forth in Annex A; (k) liabilities arising in connection with any Seller Benefit Plan all Liabilities for accounts or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, trade payables to the extent arising from any act that they arise or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case are incurred prior to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary in this Agreement, the Seller shall retain liability to third parties for and shall be responsible for, and the Buyer shall not assume or have any responsibility for, the following Liabilities relating to the Business (collectively, the “"Retained Liabilities”"): (ai) liabilities any Liability to the extent exclusively arising from disposal off-site out of and relating to the Excluded Assets; (ii) the Seller's obligations under this Agreement and the Other Agreements; (iii) any Liability under any Plan of the Facilities before Seller and any Liabilities to any officer, director, or employee of the Closing Date Seller or any of Hazardous Materials originating from their dependents, including for any salary, vacation pay, sick pay, severance, worker's compensation, health benefits or any other compensation or benefits whatsoever (whether under any applicable Law, any Plan or otherwise), arising out of or relating to their employment by the Facilities or Seller, except as otherwise provided in Section 9.4; (iv) any Liability of the JWWTP (including without limitation with respect Seller under any Contract not assumed by the Buyer pursuant to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”Section 1.1(a); (bv) fines and penalties any Liability for Taxes imposed by Governmental Entities for violations before or arising as a result of the Closing Date Seller's operation of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised or ownership of MTBE conveyed its assets and properties prior to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by not included in the physical condition Closing Date Net Working Capital calculations, including any Liability for Taxes arising out of or relating, directly or indirectly, to the Purchased Assets or the ownership, sale or lease of any of the Purchased Assets; (gvi) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate Indebtedness of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsSeller; (hvii) liabilities any Liability for (i) Taxes issued but uncleared checks and drafts outstanding as of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (nviii) all other liabilities (other than those any Liability related to the subject matter of clauses (a) through (m) above or that are the subject Equity Interests of the Sellers’ representations and warranties in Article IV and Seller to which the Sellers’ covenants in Article VI)Seller is a party or by which it is bound, known obligating the Seller to issue, deliver, sell, repurchase or unknownredeem, or cause to the extent arising under current be issued, delivered, sold, repurchased or prior applicable Law (except thatredeemed, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use any Equity Interests of the BusinessSeller or obligating the Seller to grant, extend, accelerate the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject vesting of, or owned or operated after change the Closing Date pursuant to the terms price of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to otherwise amend or enter into any such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities Equity Interests of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementSeller.

Retained Liabilities. The Notwithstanding anything to the contrary -------------------- contained in this Agreement, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Sellers, whether primary or secondary or direct or indirect, other than the Assumed Liabilities. Sellers shall will retain liability and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities, including, without limitation, those set forth below (such liabilities and obligations retained by Sellers being referred to third parties for herein as the following (the “"Retained Liabilities”"): (a) all obligations or liabilities arising from disposal off-site of Sellers or any predecessor or Affiliate of Sellers which relate to any of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed by Governmental Entities all obligations or liabilities of Sellers or any predecessor or Affiliate of Sellers relating to Taxes (as defined herein) with respect to the operation of the Business, the transfer from Sellers to Purchaser of the Assets, or otherwise, for violations before all periods, or portions thereof, on or prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilitiesall obligations or liabilities for any legal, known accounting, investment banking, brokerage or unknownsimilar fees or expenses incurred by Sellers in connection with, resulting from, or attributable to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)transactions contemplated by this Agreement; (d) liabilities, known all obligations or unknown, liabilities for any borrowed money incurred with respect to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting operation of the Business before prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) all liabilities and obligations of Sellers or any obligation under (i) each Assumed Contractpredecessor or Affiliate of Sellers resulting from, related to caused by or arising out of, directly or indirectly, the rights under each Assumed Contract assigned to conduct of the Purchaser under Business or the Assignment and Assumption Agreement, (ii) each License ownership or lease of either Seller included any of the Assets or any of the properties or assets previously used in the Assets, and (iii) each JWWTP Agreement, related Business at any time prior to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before on the Closing Date; and , including, without limitation, such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation or requirement of any indebtedness domestic or foreign statute, law, ordinance, rule or regulation ("Law") of either Seller any domestic or foreign court, government, governmental agency, authority, entity or instrumentality ("Governmental Entity"), or which relate to, result in or arise out of the existence or imposition of any liability or obligation to remediate or contribute or otherwise pay any amount under or in respect of the Assetsany environmental, to the extent not taken into account in the determination of Final Net Working Capital;superfund or other environmental cleanup or remedial Laws, occupational safety and health Laws or other Laws; and (f) physical all claims for severance, other employee benefits (including, without limitation, benefits mandated by Law) or bodily injuries toother compensation or damages by or on behalf of any employees (present or former), agents or damage to the property of, third parties that occurred before the Closing Date to the extent caused independent contractors of Sellers or by the physical condition or on behalf of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date Governmental Entity in respect of the Businessemployees (present or former), the Facilities agents or independent contractors of Sellers involving any alleged employment loss, violation of any Law or termination of employment actually or constructively (by operation of Law or pre-existing contract, including without limitation any liability for severance), all liabilities and obligations of Sellers or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to predecessor or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller Sellers with respect to borrowed moneyemployees (present or former), including agents or independent contractors of Sellers under any interest employee plan or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject ofpension plan, or owned in respect of payments for unemployment compensation or operated after the Closing Date pursuant to the terms ofunemployment insurance, a Commercial Agreement, the Purchaser’s all liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closingphysical, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement mental or other labor arrangement, including any grievances, to the extent arising from any act health conditions of employees (present or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(mformer), 4.10agents or independent contractors of Sellers existing prior to or at the Closing and all other obligations in respect of employees (present or former), agents or 4.11, in each case to the extent attributable independent contractors of Sellers relating to periods of time before employment ending on or prior to the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.

Retained Liabilities. The Sellers assume and shall retain liability to third parties be responsible for the following (the “Retained Liabilities”): (a) liabilities all Adverse Consequences arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contractany medical, related health or accident claims (including those claims arising from exposure to hazardous substances, whether or not such exposure has manifested in disease or disease process) of the Company’s employees that are incurred to the rights under each Assumed Contract assigned pro rata extent that the Liability is attributable to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iiiii) payments under any Tax allocationarbitration, sharing mediation or similar agreement litigation existing or filed against the Company as of the Closing Date (whether oral or writtennot disclosed in the Schedules to this Agreement); . (If the Shareholder Representative and Team are unable to agree on an allocation of the Liability referenced in clause (i) liabilities for any indebtedness of either Seller or any Affiliate the preceding sentence, such allocation shall be determined by arbitration in accordance with the provisions of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (jSection 10.17.) liabilities associated with, related to or arising from any Excluded Asset, excluding, To the extent that policies of insurance of the Company in the case of an Excluded Asset that is the subject of, or owned or operated after effect at the Closing Date pursuant afford coverage for any such Adverse Consequences, the Sellers may utilize the coverage of any such policy; however, the Sellers agree to indemnify and hold harmless Team and the Buyer from all such Adverse Consequences. To the extent that any policies of insurance of the Company in effect at the Closing Date are claims made policies, Team and the Buyer agree to maintain such policies for the remainder of their respective policy periods and to obtain tail coverage for the benefit of the Sellers for the maximum period available under such policies of insurance. If the Buyer or Team fail to do so, they shall not be able to recover from the Sellers the amount of an Adverse Consequence that would have been covered by such insurance. Notwithstanding any provision that may appear to be to the terms ofcontrary in this Section 6.8, a Commercial Agreement, as of the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period first business day after the Closing, it being understood that the respective rights, obligations and liabilities third annual anniversary of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excludingTeam and the Buyer shall make no new claims for Adverse Consequences and shall have no further right to recovery for such new claims for Adverse Consequences against the Sellers and the Escrowed Shares under this Section 6.8; however, in Team and the case of an Excluded Asset that is the subject of, Buyer shall be entitled to amend or owned or operated after the Closing Date pursuant supplement any claims for Adverse Consequences existing prior to such date. The right to recovery for any claims for Adverse Consequences under this Section 6.8 shall be limited to the terms of, a Commercial Agreement, Minimum Required Escrow Amount at the Purchaser’s liabilities and obligations with respect to such asset thereunder date the claim for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementAdverse Consequences is made.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “Retained Liabilities”"RETAINED LIABILITIES"): (ai) any liabilities and obligations of Seller primarily relating to any Retained Assets; (ii) any liabilities and obligations of Seller under the Contracts for (A) goods and fuels delivered or services rendered prior to or on the Closing Date, and (B) breaches by the Seller of its obligations thereunder occurring prior to or on the Closing Date; (iii) (A) any cost of environmental remediation or natural resource damages in connection with the Release or threatened Release of Hazardous Substances that were disposed of by or on behalf of Seller at any Off-Site location prior to or on the Closing; (B) any Environmental Liability of Seller arising from disposal off-site out of the Facilities before or in connection with any Release or threatened Release of any Hazardous Substance following the Closing Date of Hazardous Materials originating from the Seller Facilities or any equipment owned or used by Seller that is located on Buyer Real Estate, (C) any liability of Seller in respect of any bodily injury claim relating to the JWWTP actual or alleged exposure of a third party to asbestos at the Auctioned Assets prior to or on the Closing Date but only if such claim has been filed prior to or on the Closing Date in a state or federal court having jurisdiction to hear such claim (including without limitation the claims described in clause (C) above are the "RETAINED ASBESTOS-RELATED CLAIMS"), and (D) the liabilities and obligations relating to the Auctioned Assets under the Seller Consent Orders, except the Assumed Consent Order Obligations; (iv) any monetary fines, punitive damages, penalties and interest thereon (excluding (A) natural resource damages, (B) clean up or remediation costs, and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Seller in respect of the Auctioned Assets prior to or on the Closing Date; (A) all wages, pensions, benefits, severance pay, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees to the extent arising or accruing prior to or on the Closing Date and (B) all other liabilities and obligations with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Transferred Employees for which Seller Off Site Disposal Liability”)is responsible pursuant to Article IX; (bvi) fines any liabilities and penalties imposed obligations (A) in respect of any personal injury or property damage claim (other than any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.3(a)(iii) above) relating to the Auctioned Assets or (B) in respect of any actual or alleged discrimination, wrongful discharge, violations of any collective bargaining agreements, contested claims for pension or welfare benefits, contested unemployment insurance claims, unfair labor practice, harassment, retaliation, constructive termination or any similar claim by Governmental Entities for violations before any Transferred Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions of either Seller or other Person prior to Hazardous Materials from, at or on the Site Closing Date; (vii) any liabilities and obligations, with respect to periods prior to or on the other Assets (Closing Date, for the “Seller Exposure Liability”Prorated Items, calculated as set forth in Section 2.3(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for accruing during taxable periods (or portions thereof) ending on or before the Closing Date Date; (ix) any liabilities and obligations for money borrowed relating to a Permitted Exception (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenexcept to the extent expressly included as an Assumed Obligation); (ix) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period arising after the Closing, it being understood date of this Agreement in respect of which Seller has provided pursuant to Section 7.1(d)(ii) that the respective rights, such liabilities and obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will shall not be governed solely assumed or retained by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing DateBuyer; and (nxi) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Seller under the Ancillary Agreements in respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRetained Assets.

Retained Liabilities. The Sellers shall retain liability Upon Closing Emerald retains and agrees to third parties for pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the following (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (All expenses, including without limitation with all royalties and taxes, in respect to of any and all Hydrocarbons sold from the Star Lake Canal siteEmerald Wxxxx and services performed on the Emerald Wxxxx by or on behalf of Emerald on or before the Wxxxx Effective Time and all other expenses, EPA ID TX0001414341) (including without limitation all royalties and taxes, in respect of any and all Hydrocarbons sold from the “Seller Off Site Disposal Liability”)Emerald Leases and services performed on the Assets by or on behalf of Emerald on or before the Effective Time; (b) fines All Plugging and penalties imposed by Governmental Entities for violations before Abandonment Obligations with respect to all oil or natural gas wxxxx, production units, and gas and water gathering systems, flow lines and any other facilities associated therewith or located on the Closing Date Emerald Leases as of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Effective Time, excepting the Emerald Wxxxx; (c) liabilitiesThe breach by or default of Emerald accruing under any agreement, known contract, permit, or unknown, instrument with respect to any period prior to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Effective Time; (d) liabilitiesAny pending or currently threatened legal proceeding, known or unknownany pending or currently threatened claim arising out of, relating to or otherwise in respect of (i) the operation of the Assets to the extent arising from the MTBE that was manufactured, sold, processed, used such legal proceeding or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed claim relates to such operation on or prior to the Purchaser at the Closing Effective Time, or (the “Seller MTBE Liability”)ii) any Excluded Asset; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), All amounts required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalpaid by Emerald hereunder; (f) physical The Excluded Assets of Emerald, including any Environmental Liabilities arising out of the ownership, operation, use or bodily injuries to, or damage maintenance thereof arising prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsEffective Time; (g) liabilities (including accounts payable) owed by either Seller Fines or penalties assessed for periods prior to the other Seller Effective Time by any Governmental Entity under any Environmental Laws and related to the Assets, but only to the extent such fines or any Affiliate penalties relate to (1) non-compliances under Environmental Laws arising out of or resulting from the operation of the Sellers on Assets prior to the Effective Time; (2) Conditions on, at, or before underlying the Closing Date in respect Assets, or migrating therefrom prior to the Effective Time; or (3) releases of Hazardous Materials from Emerald's operation of the Business, Assets that occurred prior to the Facilities or any other Assets;Effective Time; and (h) liabilities for (i) Taxes of either Seller not related Any injury, death or casualty occurring on or attributable to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before operations thereof prior to the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyEffective Time, including any interest or penalties accrued thereon; (j) liabilities associated withwithout limitation claims for personal injury or, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementproperty damage.

Retained Liabilities. The Sellers shall retain liability Subject to third parties for the terms and conditions set forth in this Agreement, including the indemnification obligations of Buyer in Article 15, all of the following Liabilities with respect to the Purchased Assets and Business and, where applicable, the Previously Sold and Foxglove Sites (collectively, the “Retained Liabilities”):) shall be retained by Sellers: (a) liabilities 4.1.1 all Liabilities relating to the Excluded Assets; 4.1.2 all Retained Environmental Liabilities; 4.1.3 subject to Section 3.1.1, all Liabilities arising from disposal off-site under the Seller Plans in conjunction with the conduct of the Facilities before Business prior to the Closing Date of Hazardous Materials originating Effective Time; 4.1.4 all Liabilities pursuant to the Environmental Control Bonds, other than Liabilities which result, directly or indirectly, from the Facilities Buyer failing to comply with its obligations under Section 12.15; 4.1.5 all Liabilities arising out of claims for or the JWWTP related to workers’ compensation insurance or related coverage (including without limitation with respect i.e., employers’ liability coverage and Xxxxxxxxx and Harbor Workers’ Compensation Act (USLH) coverage) relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contractfor former, related to active or inactive employees of the rights under each Assumed Contract assigned to the Purchaser under the Assignment Sellers and Assumption Agreement, their Affiliates which are set out in Schedule 4.1.5 or (ii) each License of either Seller included in the Assetsfiled by such former, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) active or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate inactive employees of the Sellers on or before and their Affiliates prior to the Closing Date in respect of the Business, the Facilities or any other Assets; date that is twenty-four (h24) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before months after the Closing Date and (iii) payments under any Tax allocation, sharing arising out of or similar agreement (whether oral otherwise relating to the operation of Purchased Assets or written)the Business on or prior to the Effective Time; (i) liabilities 4.1.6 all Liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect Taxes allocated to borrowed money, including any interest or penalties accrued thereonSellers under Article 17; (j) liabilities 4.1.7 all Retained Civil and Criminal Liabilities; 4.1.8 all Liabilities relating to the Retained Litigation; 4.1.9 all Liabilities associated with, related to with former or arising from any Excluded Asset, excluding, in the case current employees of an Excluded Asset that is the subject of, Sellers or owned or operated their Affiliates who are not Transferred Employees; 4.1.10 all accounts payable for invoices received after the Closing Date pursuant and relating to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities operation of the Purchaser and Business prior to the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementEffective Time; (k) liabilities 4.1.11 all Liabilities under the Assigned Contracts arising in connection with any Seller Benefit Plan out of or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, otherwise relating to the extent arising from any act operation of Purchased Assets or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case Business prior to the extent attributable Effective Time and presented in writing prior to periods of time before the date that is twenty-four (24) months after the Closing Date; and; 4.1.12 all Liabilities for claims presented in writing within twenty-four (n24) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated months after the Closing Date pursuant and in proportion to the terms ofSellers’ Interest (as such term is defined in the Xxxxxx Cogeneration Company Amended and Restated General Partnership Agreement, a Commercial as amended, between Products Cogeneration Company and Xxxxxx Xxxxx Company) resulting from retroactive energy price increases for power purchases under the Power Purchase Contract, as amended (the “Legacy PPC”), between Southern California Edison (“SCE”) and ARCO Petroleum Products Company (along with its assignees under the Legacy PPC, “ARCO-Xxxxxx”) for power sold by ARCO-Xxxxxx to SCE under the Legacy PPC prior to Closing Date; 4.1.13 all other Liabilities associated with the Purchased Assets and the Business for which the Sellers are expressly liable under this Agreement, the Purchaser’s liabilities Transaction Documents or the Other Agreements; and 4.1.14 except as otherwise provided in this Agreement, all Liabilities related to any Third Party Claims (other than any Third Party Claims that constitute Assumed Liabilities) that (a) relate to the operation of the Purchased Assets or the Business prior to the Effective Time and obligations (b)(i) are filed in a federal or state court with respect proper jurisdiction prior to such asset thereunder for matters attributable to operations and transactions during the period date that is twenty-four (24) months after the ClosingClosing Date or (ii) arise out of or relate to any potential claim by a Governmental Authority identified in any order, it being understood notice or request issued by, or any investigation initiated by any Governmental Authority pursuant to applicable Law (other than Environmental Law) prior to the date that is twenty-four (24) months after the respective rightsClosing Date. 4.1.15 For the avoidance of doubt, obligations any Third Party Environmental Claims that are covered under both Sections 4.1.2 and liabilities of the Purchaser and the Seller party thereto with respect 4.1.14 shall be deemed to such matters will be governed solely by the relevant Commercial Agreementexclusively covered under Section 4.1.2.

Retained Liabilities. The Sellers Except for items specifically assumed by Buyer under Section 4(a) or Section 4(c), Seller shall retain liability and remain solely responsible for all liabilities and obligations related to third parties the Purchased Assets or the Pipeline Interests as a result of acts, events, omissions or conditions existing or occurring on or prior to the Closing Date and for all other liabilities and obligations of Seller. Without limiting the generality of the foregoing, and except for Buyer Environmental Liabilities, the liabilities and obligations of Seller transferred to Buyer shall not include, Buyer is not assuming, and Seller shall retain the following liabilities (collectively, the “"Retained Liabilities”"): (ai) liabilities all obligations, responsibilities, liabilities, costs and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities under written contract or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesotherwise, known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, which accrue, are caused by, arise out of, or are incurred in connection with the ownership of the Purchased Assets or the operation of the Pipeline Interest at any time prior to the extent arising from Closing. Without limiting the exposure before generality of the Closing Date of any employeeforegoing in this subparagraph (i), former employeethe Retained Liabilities shall include all obligations, Independent Contractor or former independent contractor responsibilities, liabilities, costs and expenses, save and except Environmental Liabilities, which are covered by Section 4(c) below, of either Seller or other Person Buyer caused by, arising out of, or incurred in connection with any of the following prior to Hazardous Materials fromthe Closing Date: (A) the Pipeline Interest (including the Pipelines, at or on the Site or Real Property, the other Assets (Terminal Assets, the “Seller Exposure Liability”Terminal Real Property and the Personal Property); (dB) liabilitiesall of the agreements, known contracts, leases, permits or unknownsimilar instruments, including the Pipeline Agreements, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (C) the Permits including those transferred to Buyer and those not transferred hereunder; (D) all accounts payable and accrued liabilities relating to goods and/or services provided to the Pipeline Interest prior to the Closing; (E) the Employees and Retained Employees to the extent provided in Section 11; and (F) all actions, grievances, arbitrations, suits, liabilities, obligations, proceedings and investigations incurred in connection with, relating to or arising from out of the MTBE that was manufacturedbusiness or operations of the Pipeline Interest or any of the Purchased Assets; (ii) any liability or obligation for all taxes, soldcharges, processedfees, used imposts, duties, levies, withholdings or stored other assessments imposed by the Sellers any governmental entity, including environmental taxes, excise taxes, customs duties, utility, property, income, sales, use, value added, transfer and fuel taxes, and any interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such assessment, including all applicable income, sales, use, excise, business, occupation or other tax, if any, relating in conducting the Business before any way to this Agreement or any other service, supply or operating agreement including deficiencies, interest and penalties relating thereto (collectively, "Taxes") accruing to or for any period ending on or prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed except to the Purchaser at extent provided otherwise in Section 16; (iii) any liability or obligation of Seller for any expenses, except for Taxes as provided in Section 16, incurred in connection with the transactions contemplated by this Agreement; (iv) any brokerage or finder's fees payable by Seller in connection with the transactions contemplated by this Agreement; (v) any liability or obligation accruing prior to the Closing (the “Seller MTBE Liability”Date for real property taxes and charges as prorated in accordance with Section 16(b); (evi) any liability or obligation under (i) with respect to any accounts payable, in each Assumed Contractcase, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included determined in accordance with generally accepted accounting principles as in effect in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before United States at the Closing Date; and ; (vii) any indebtedness of either Seller liability or obligation in respect of the Assetsindebtedness for borrowed money; (viii) except as otherwise provided in this Agreement, all liabilities or obligations relating to or incurred in connection with any litigation, threatened litigation or claims against Seller to the extent not taken into account attributable to periods ending or from events occurring prior to the Closing, including those set forth on Schedule 6(k) attached hereto, provided that Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Pipeline Interest in connection with the determination defense of Final Net Working Capitalany such claims in accordance with the provisions of Section 17 hereof; (fix) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller attributable to periods ending prior to the other Closing Date, all liabilities or obligations with respect to third party bodily injury or wrongful death claims against Seller or any Affiliate prior owner of the Sellers on Pipeline Interest, incurred in connection with or before relating to the pre-Closing Date in respect operation of the BusinessPipeline Interest, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s all liabilities and obligations with respect to such asset thereunder for matters attributable third party property damage claims incurred in connection with or relating to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities pre-Closing operation of the Purchaser Pipeline Interest, provided, that in both cases Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Seller party thereto Pipeline Interest in connection with respect to the defense of any such matters will be governed solely by claims in accordance with the relevant Commercial Agreementprovisions of Section 17 hereof; (kx) all liabilities or obligations relating to any violations by Seller or any prior owner of the Pipeline Interest of antitrust laws prior to the Closing Date; (xi) any responsibility for the payment of any criminal sanctions against Seller or any prior owner of the Pipeline Interest imposed at any time arising from the operation of the Purchased Assets prior to the Closing; provided that Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Pipeline Interest in connection with the defense of any Seller Benefit Plan or ERISA Affiliate Plansuch claims in accordance with Section 17 hereof; (lxii) liabilities under any of the CBAs liability or any other collective bargaining agreement or other labor arrangement, including any grievances, obligation related to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Datean Excluded Asset; and (nxiii) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect related to such asset thereunder for matters attributable the Retained Employees relating to operations and transactions during the period after periods prior to or subsequent to the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement.