Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. The Purchaser does not assume, and shall not be responsible for, any of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Purchaser does not assumeCompany is assuming only the Assumed Liabilities and the Company is not, and shall not be responsible for, any by virtue of its acceptance of the following liabilities or obligations Contributed Assets, the Closing of the Seller transactions contemplated hereby, or otherwise, assuming or becoming responsible for any Liabilities of Seller, whether arising prior to, at, or following the Closing (collectively, the “Retained Liabilities”):) including, without limitation: (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness Liabilities of Seller to banks, financial institutions any Person arising from a breach or other persons violation of any Contract occurring or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against arising from the ownership or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale use of the Purchased Contributed Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (b) any Liability (i) for any liability under COBRA and Taxes (A) for transactions completed on or prior to the regulations thereunder Closing Date or with respect to health/medical coverage taxable periods (or portions thereof) ending on or prior to the Closing Date arising from, attributable to, or related to the Business or the ownership or use of current the Contributed Assets or former employees (B) of Seller and their dependents who elect coverage under COBRA as required by applicable law(or any owner or Affiliate of Seller) of any kind or description or (ii) in respect of any Excluded Assets; (jc) any liabilities Liabilities or obligation (contingent or otherwise) of Seller arising out of any Proceeding pending or in connection with not on or prior to the Closing Date, including, without limitation any of Seller’s retirement plans judicial or employee benefit plansadministrative proceedings; (kd) any bonus Liabilities or other compensation payments obligations arising out of services provided or products sold by Seller or its Affiliates on or prior to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (le) except as provided in Section ‎3.5(b) as a result of receiving the requisite written consent, any liabilities arising out Liabilities under any of or in connection with any violation by Seller, the Licenses set forth on Section ‎3.5(b) of any applicable statute or governmental rule, regulation or directivethe Disclosure Letter; and (mf) without limitation by any other Liabilities of Seller (whether known or unknown, direct or indirect, absolute or contingent, matured or unmatured, or otherwise), whether the specific enumeration same currently exist or come to exist in the future. The intent and objective of Seller, Buyer and the Company is that the Company shall not, and does not hereby, assume, and no transferee or successor liability of any kind and nature shall attach to the Company pertaining to, any of the foregoingExcluded Assets or the Retained Liabilities, any liabilities all of which shall remain the sole responsibility of Seller. Seller not expressly assumed by Purchaser pursuant to shall pay, perform or otherwise discharge as the provisions same shall become due and payable in accordance with their respective terms, all of Section 2.02the Retained Liabilities.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any provision in this Agreement, Seller shall retain and shall not be responsible for, any of only for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”): (a) expenses all Liabilities of Seller and/or any Affiliate of Seller other than Assumed Liabilities, including all Liabilities related to the Excluded Assets; (b) all Liabilities of Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or and/or any of its Affiliates under the transactions contemplated hereby Ancillary Agreements; (c) all Liabilities of Seller and/or any of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Products, including, without limitation, legal any Liability to any equityholder of Seller or any Affiliate of Seller and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date including all Liabilities arising out of Closing; (c) any liability for or related to indebtedness the litigation described on Schedule 4.6 of the Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyDisclosure Schedules; (d) any liabilities all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesto its suppliers for materials and services relating to the Products that were delivered or provided to Seller prior to Closing; (e) all Liabilities arising out of or relating to any claims against product liability, breach of warranty or liabilities of Seller similar claim for injury to any Person or death property that resulted from the use or misuse of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Products prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant otherwise relates to the provisions hereof; Products sold (gincluding any Proceeding relating to any such Liabilities) prior to the Closing Date, which, in the case of any liability under split lots of Product, shall be determined based on the percentage of any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or such lot sold prior to the Closing Date; (if) any liability Liability under COBRA and the regulations thereunder with respect to health/medical coverage of current Seller’s employee benefits or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawcompensation arrangements; (jg) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments all Liabilities for branded prescription drug fees allocable to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed period prior to employees of Seller for services rendered through the Closing Date; (lh) any liabilities arising out of all Liabilities for Taxes relating to the Purchased Assets or the Products with respect to a Pre-Closing Tax Period, including those allocated in connection accordance with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveSection 11.8(b); and (mi) without limitation by all amounts required to be paid under and in connection with the specific enumeration termination of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02[***] Supply Agreement.

Retained Liabilities. The Purchaser does not assumeNotwithstanding anything to the contrary set forth in this Agreement, and the Purchasers shall not be responsible for, assume any of the following liabilities or obligations Retained Liabilities. For purposes of the Seller (collectivelythis Agreement, the “Retained Liabilities”): (a) expenses ” are the Liabilities of any of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement Asset Sellers or any of the transactions contemplated hereby Business Subsidiaries (includingas between the Sellers, without limitationon the one hand, legal and accounting fees);the Purchasers and Business Subsidiaries, on the other hand) whether or not reflected or reserved for in the Financial Statements and whether or not the subject of any disclosure pursuant to any Disclosure Schedule, which are not Assumed Liabilities. Without limiting the foregoing, the Retained Liabilities include the following Liabilities of the Asset Sellers and the Business Subsidiaries: (bi) liabilities All Liabilities, whether direct, indirect or obligations for Taxes that relate to the Purchased Assets for periods derivative and under whatever Law or portions thereof ending prior to the date of Closing; (c) any liability for theory alleged or related to indebtedness of Seller to banks, financial institutions or other persons or entities asserted with respect to borrowed money; (dA) the presence, Release or exposure of any liabilities Person to any Hazardous Materials existing or occurring as of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Dateat, from, in, to, on, or under any Site and the continuation of such presence, Release of or exposure to Hazardous Materials after the Closing Date until cured by Sellers (subject to Section 14.08); (B) the transportation, treatment, storage, handling, or disposal or arrangement for transportation, treatment, storage, handling or disposal of any Hazardous Materials by or on behalf of any of the Business Subsidiaries or the Asset Sellers, any predecessors of any Business Subsidiary or the Asset Sellers or any entities previously owned by any Business Subsidiary or the Asset Sellers at or to any off-Site location prior to the Closing; (C) any violation of Environmental Law by any Business Subsidiary or the Asset Seller at or prior to the Closing and the continuation of any such violation of Environmental Law after the Closing Date until cured by Sellers (subject to Section 14.08); or (D) asbestos or asbestos containing materials or products manufactured, processed, handled, distributed, sold, marketed or disposed of by or on behalf of the Sellers or their respective current or former Affiliates, the Business Subsidiaries, the Business or their respective predecessors prior to the Closing (the Liabilities referred to in this Section 2.02(b)(i) shall be referred to as Retained Environmental Liabilities); (iii) Product Liability Obligations and Recall Obligations arising from, or related to, any liability under COBRA and products or services of the regulations thereunder with respect Business sold, distributed or performed prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawthe Closing; (jiii) Liabilities to the extent relating to any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plansExcluded Asset; (kiv) Warranty Obligations arising from, or related to any bonus products or other compensation payments to Seller’s employees which are owed by reason services of the sale of the Purchased AssetsBusiness sold, and any liabilities for salaries, wages, bonuses, and other compensation which are owed distributed or performed prior to employees of Seller for services rendered through the Closing Dateother than any Warranty Obligations referred to in Section 2.02(a)(viii); (lv) Liabilities to ARM or any liabilities arising out of or its Affiliates other than the Business Subsidiaries including the Excluded Intercompany Payables (other than those which constitute Assumed Liabilities after giving effect to the other provisions of this Section 2.02(b) but for the avoidance of doubt Excluded Intercompany Payables are a Retained Liability not an Assumed Liability); (vi) All Liabilities in connection with any violation by Seller, respect of which Sellers have an indemnity obligation under Article XII hereof (as determined prior to the application of any applicable statute estimated Tax or governmental rule, regulation similar Tax payments or directivecredits); (vii) All Liabilities relating to the Announced Restructuring Actions and the Other Transaction Restructuring Actions; (viii) All Liabilities listed in Section 2.02(b)(viii) of the Disclosure Schedules; (ix) Debt and Expenses to the extent not taken into account in the calculation of Debt and Expenses Reduction Amount and Base Total Purchase Price; and (mx) without limitation by All Liabilities of the specific enumeration Sellers under Article IX of this Agreement. Sellers shall discharge the Retained Liabilities. Notwithstanding the foregoing, any liabilities but subject to Articles XII and XIV, Sellers shall be entitled to resist, contest, litigate, arbitrate, or otherwise dispose of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities in their discretion.

Retained Liabilities. The Purchaser does Except for the Assumed Liabilities, Buyer shall not assumeassume pursuant to this Agreement or the transactions contemplated hereby, and shall not be responsible have no liability for, any Liabilities of the following liabilities Seller, Seller Stockholders or obligations any of the Seller their respective Affiliates, or any of its or their predecessors in interest, of any kind, character or description whatsoever (collectively, the “Retained Liabilities”):), all of which shall be retained by and continue to be Liabilities of Seller, Seller Stockholders or their respective Affiliates, as applicable. Without intending to limit the generality or effect of the foregoing, Retained Liabilities shall include the following Liabilities: (a) expenses of the Seller payable to third parties arising all Liabilities relating to, based in whole or in part on events or conditions occurring or existing in connection with with, or arising out of, Seller or the Seller’s executionBusiness as operated prior to the Closing Date, delivery and performance or the manufacture, ownership, possession, use, operation or sale or other disposition prior to the Closing Date of this Agreement or any of the transactions contemplated hereby Acquired Assets (includingor any other assets, without limitationproperties, legal and accounting feesrights or interests associated, at any time prior to the Closing Date, with the Business); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingall Seller Expenses; (c) all Indebtedness and all Liabilities arising in connection with, or relating to, any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyIndebtedness; (d) any liabilities of Seller under any leasesall Liabilities arising in connection with, contractsor relating to, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesExcluded Taxes; (e) all Employment Obligations, and all Liabilities based upon, arising out of or otherwise in respect of the 401K Plan, any claims against or liabilities other Employee Plans and any failure of such Employee Plans and Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is assertedcomply with applicable Legal Requirements, including any claim or liability for consequential or punitive damages in connection with the foregoingbut not limited to “COBRA” obligations under Code Section 4980B and ERISA Section 602; (f) all Liabilities based upon, arising out of or otherwise in respect of (i) any liabilities current or former employees or other services providers of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale any other member of the Purchased Assets pursuant to Controlled Group for the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred period on or and prior to the Closing Date; ; and (iii) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees or other service providers of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) or any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason member of the sale of Controlled Group who do not become Transferred Employees for the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through period following the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (mg) without limitation by all Liabilities arising in connection with, or relating to, the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Excluded Assets.

Retained Liabilities. The Purchaser does Notwithstanding anything in this Agreement to the contrary, the Buyer is not assumeassuming and will not perform any liabilities or obligations not specifically described in Section 1.03, whether fixed or contingent, known or unknown, disclosed or undisclosed, recorded or unrecorded and shall not be responsible forwhether relating to the Assets, the Business or any of other matter, facts or circumstances, including without limitation the following following: (a) federal, state or local Tax liabilities or obligations of the Seller (collectively, Company and/or any Controlling Shareholder whether or not incurred prior to the “Retained Liabilities”): (a) expenses of date hereof or resulting from the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any consummation of the transactions contemplated hereby (includingherein, without limitationand any and all other taxes or amounts due and payable as a result of the exercise by any of the Company's employees of such employees' right to vacation, legal paid time off, sick leave and accounting fees)holiday benefits accrued while in the employ of the Company; (b) liabilities any obligation or obligations liability for Taxes that relate to services rendered by the Purchased Assets for periods or portions thereof ending prior to the date of ClosingCompany; (c) any liability or obligation of the Company arising as a result of or out of any claim, any legal or equitable action, proceeding or investigation pertaining to or relating in any way to the Company initiated at any time, whether or not described in any schedule hereto, except for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneythe Assumed Chargeback Liabilities; (d) any liabilities obligation or liability arising out of Seller under any leasesthe intentional misconduct or negligent acts or omissions of the Company, contractsdirectors, insurance policiesshareholders, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesofficers or employees; (e) any claims against liability or liabilities obligation of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages Company incurred in connection with the foregoingmaking or performance of this Agreement; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date liability or in connection with or following the sale obligation of the Purchased Assets pursuant to the provisions hereofCompany arising out of any Employee Benefit Plan, COBRA or HIPAA; (g) any liability under or obligation of the Company for making payments of any federal kind (including as a result of the sale of the Assets or state civil rights laws resulting from as a result of the termination of employment by the Company of Seller’s employeesemployees or other labor claims) to employees of the Company or in respect of payroll taxes for employees of the Company; (h) liabilities or obligations arising out of any liabilities for medical or other employee benefits for claims incurred on or breach by the Company prior to the Closing Dateof any Assumed Contract; (i) any liability under COBRA liabilities or obligations of the Company arising from the transactions contemplated in this Agreement, including without limitation sales taxes, legal fees and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawall other consulting fees; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans;the Retained Chargeback Liabilities; and (k) any bonus interest, penalties, fines or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or from the present dispute between the Company and the Internal Revenue Service regarding the Company's payroll taxes for 2002 have not yet been remitted to the IRS, which shall be paid in connection part by Seller with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser reimbursement received from Buyer pursuant to the provisions Section 11.18 of Section 2.02.this Agreement

Retained Liabilities. The Except for the Assumed Liabilities, the Purchaser does shall not assumeassume by virtue of this Agreement or the transactions contemplated hereby, and shall not be responsible have no liability for, any liabilities of the following liabilities Company of any kind, character or obligations of the Seller description whatsoever (collectively, the “Retained Liabilities”):). Without limiting the generality of the foregoing, the Purchaser shall not assume the following: (ai) expenses any liability or obligation of the Seller payable to third parties Company arising out of or in connection with the Seller’s execution, delivery negotiation and performance preparation of this Agreement or any and consummation and performance of the transactions contemplated hereby (includinghereby, including without limitation, legal and accounting fees), brokerage commissions, finder’s fees or similar fees or commissions, and income, sales or other liability for Taxes (as defined in Section 3.11) so arising; (bii) liabilities any liability or obligations for Taxes that relate obligation of the Company arising from the failure of the Company to the Purchased Assets for periods perform or portions thereof ending prior to the date discharge any of Closingits agreements contained in this Agreement; (ciii) any liability for or related obligation of the Company which was required to indebtedness be disclosed to the Purchaser pursuant to this Agreement and which was not so disclosed; (iv) any liability or obligation of Seller to banks, financial institutions or other persons or entities the Company with respect to any (x) insurance policies or (y) benefit plans; (v) any liability or obligation of the Company to its shareholders; (vi) any obligation of the Company for Taxes; (vii) any liability or obligation of the Company to (x) any of its employees who are not offered employment by the Purchaser or who are offered employment by the Purchaser as provided in Section 7.1.1 hereof but who on the Closing Date do not accept such employment and (y) any former employees of the Company; (viii) any claim, cause of action, proceeding or other litigation (whether brought against the Company or the Purchaser before or after the Closing) arising, in whole or in part, from the conduct of the business of the Company prior to or after the Closing, except as a result of the non-fulfillment by the Purchaser of the Assumed Liabilities; (ix) any liability or obligation of the Company relating to the Company’s indebtedness to the Senior Lender, Silicon Valley Bank, Comerica Bank (excluding any liability for any Letter of Credit in favor of Comerica Bank specifically included as an Assumed Liability to the extent assumed by the Purchaser) or any other debt for borrowed money; (dx) any liabilities liability or obligation of Seller under the Company relating to any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesExcluded Asset; (exi) any claims against liability or liabilities obligation of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior the Company relating to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingLicense Agreement; (fxii) any liabilities liability or obligation of Seller the Company relating to pay severance benefits to employees any Personal Property Lease; (xiii) any liability or obligation of Seller employed at in the Business whose employment is terminated prior Company incurred by or accruing to the Company after the Closing Date Date, except as a result of the non-fulfillment by the Purchaser of Assumed Liabilities; and (xiv) any liability or obligation of the Company in connection with respect of any equity-based or following equity-linked agreement or other arrangement, including without limitation, stock options, restricted stock, phantom equity, equity participation units, distribution rights, profit participation rights or rights to compensation upon the sale of the Purchased Assets pursuant to business or a change of control (including without limitation the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination Company Incentive Plan). The Company shall be solely responsible for the discharge of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason all of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities.

Retained Liabilities. The Purchaser does not assume, Seller and its Affiliates shall not be responsible for, any of retain responsibility for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”): (a) expenses Subject to Section 2.05(b), all Liabilities arising out of or relating to Legal Proceedings, except for, subject to Section 2.04(g), Liabilities arising out of or relating to the ANDA Litigation, regardless of when such Legal Proceeding was commenced or made, that arose from the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Seller payable to third parties arising in connection with Products or the Seller’s execution, delivery and performance of this Agreement or any use of the transactions contemplated hereby Purchased Assets, in each case, by Seller or its Affiliates prior to Closing (includingincluding the Legal Proceedings set forth on Schedule 2.05(a)), without limitationprovided that, legal and accounting feesin no event shall Seller or its Affiliates have any liability in respect of actions or omissions of Purchaser or its Affiliates after the Closing (including Purchaser’s or its Affiliates’ commercialization, manufacture, packaging, importation, marketing, distribution, sale or use of the Products or Purchased Assets that were designed or developed on or before the Closing); (b) liabilities all Liabilities arising out of or obligations for Taxes that relate relating to products liability claims relating to the Purchased Assets for periods or portions thereof ending Products sold prior to Closing (including claims alleging defects in the date Products and claims involving the death of Closingor injury to any individual relating to the Products); (c) any liability for or related all Liabilities to indebtedness of Seller to banksthird-party customers, financial institutions third-party suppliers or other persons third parties for the Products, materials and services, to the extent relating to the Products or entities with respect the Purchased Assets, in each case, arising prior to borrowed moneythe Closing or relating to the period of time prior to Closing, other than Liabilities referred to in Section 2.04(c); (d) any liabilities all Liabilities arising out of or relating to the return of the Products sold by Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesor its Affiliates prior to the Closing; (e) all Liabilities for any claims against credits or liabilities rebates in respect of the Products and all Liabilities arising out of or relating to any recall or post-sale warning in respect of the Products, in each case, sold by Seller for injury to or death of persons its Affiliates on or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date Closing, regardless of when said claim whether such Liabilities arose prior to or liability is asserted, including any claim or liability for consequential or punitive damages in connection with after the foregoingClosing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior all Liabilities to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant extent related to the provisions hereofExcluded Assets; (g) all Liabilities arising out of or relating to any liability under any federal or state civil rights laws resulting from termination Transferred Contract, to the extent relating to the period of employment of Seller’s employeestime prior to the Closing; (h) all Liabilities with respect to (i) any liabilities for medical current or other former employee benefits for claims incurred on or prior contractor of Seller or any Divesting Entity, or any of their Affiliates, provided such Liabilities relate to the Closing Datesuch current or former employee or contractor’s service with Seller or any Divesting Entity or (ii) any Plan; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage all Liabilities (i) of current or former employees Income Taxes of Seller and their dependents who elect coverage or its Affiliates for any period, (ii) of other Taxes of Seller or its Affiliates arising from Seller’s or an Affiliate’s use of the Purchased Assets or operation of the Business prior to the Closing, or (iii) apportioned to Seller under COBRA as required by applicable lawSection 2.09; (j) all Liabilities related to any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plansAccounts Payable; (k) all Liabilities for any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees indebtedness of Seller for services rendered through the Closing Dateor its Affiliates; (l) all intragroup Liabilities of Seller or any liabilities arising out Divesting Entity to any of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveits Affiliates; and (m) without limitation other than the Assumed Liabilities, all other Liabilities (excluding Liabilities relating to Taxes, which shall be governed by the specific enumeration Section 2.05(i)) arising out of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant or relating to the provisions Business, the Purchased Assets or the Products, to the extent such Liabilities relate to the period of Section 2.02time prior to the Closing.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1.5(a) hereof, each of Seller and SCI will retain, and shall Buyer will not assume or be responsible foror 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 the conduct of Seller and/or SCI or associated with or arising from any of the following liabilities Acquired Assets, whether fixed or obligations of the Seller contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) expenses Liabilities relating to any Excluded Asset; (ii) Liabilities of Seller and/or SCI that constitute trade payables; (iii) Liabilities of Seller and/or SCI arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement and/or SCI (or any of their Affiliates) under any Assumed Contract that occurs prior to the transactions contemplated hereby Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Seller and/or SCI 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 and/or SCI or any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or SCI or any of their Affiliates (including, without limitation, legal any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and accounting fees)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 SCI or any of their Affiliates 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; (bvi) liabilities Seller’s or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of ClosingSCI’s deferred sales commissions; (cvii) any liability for or related to indebtedness Liabilities of Seller to banksor SCI, financial institutions based in whole or other persons in part on violations of Law or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against environmental conditions occurring or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs existing prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in connection with any of Seller’s retirement plans or employee benefit plansthe Environmental Reports; (kviii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or SCI for any bonus or other compensation payments to Seller’s employees which are owed by reason Tax for (A) operations of the sale Business prior to the Effective Time; (B) the transfer of the Purchased 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 liabilities for salaries, wages, bonuses, and other compensation which are owed Seller or SCI or otherwise distributed to employees any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time); and (ix) Liabilities of Seller for services rendered through the Closing Date; (l) any liabilities or SCI arising out of or in connection with relating to any violation by Seller, Proceeding to which Seller or SCI is a party on the date of this Agreement and relating to the Business or any applicable statute of the matters referenced on Schedule 1.5(b)(ix) except for Liabilities for actions/business changes at the Business that may be required after Closing pursuant to or governmental rule, regulation or directivearising from the Michigan monument builder’s class action claim which is identified on Schedule 1.5(b)(ix); and (mx) without limitation Liabilities arising out of the management of Seller or SCI’s Business by SCI; and (xi) Liabilities relating to any claims arising in connection with monument sales by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant or SCI prior to the provisions of Section 2.02Closing.

Retained Liabilities. The Purchaser does Except for the Assumed Liabilities, Buyer shall not assume, assume and shall not be liable or responsible forfor any contingencies, any of the following liabilities or obligations of the Seller or its Affiliates of any kind whatsoever, whether previously, nor or hereafter existing, due or to become due, known or unknown, absolute, accrued or contingent, or otherwise (collectively, the “Retained Liabilities”):), including: (a) expenses of any liability attributable to the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Excluded Assets; (b) any liability or obligation under or with respect to any Assumed Contract, to the extent such liabilities or obligations for Taxes that relate to the Purchased Assets for periods arise during or portions thereof ending have accrued in connection with any period of time prior to the date of ClosingEffective Time or any liability for payments or amounts due under any Assumed Contract, which are payable for any period prior to the Effective Time; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyPre-Closing Taxes; (d) all obligations relating to any liabilities of Seller under failure to comply with any leases, contracts, insurance policies, commitments, applicable bulk sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesor bulk transfer laws applicable to the transactions contemplated by this Agreement; (e) any claims against liability for or with respect to accounts payable and Debt, inclusive of interest and fees, including (i) any such liabilities owed to Affiliates of Seller for injury to Seller, and (ii) any liabilities arising from unclaimed or death abandoned property arising from the operation of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs the Business prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingEffective Time; (f) any liabilities liability arising from accidents, occurrences, misconduct, negligence, or breach of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated fiduciary duty immediately prior to the Closing Date Effective Time, whether or in connection with not covered by workers’ compensation or following the sale other forms of the Purchased Assets pursuant to the provisions hereofinsurance; (g) any liability under arising out of any federal employment agreement or state civil rights laws resulting from termination of employment of Seller’s employeesBenefit Plans or any Contract of insurance for employee group medical, dental or life insurance plans; (h) other than as set forth in Section 2.04(b), any liabilities liability for medical making payments of any kind to employees (including bonuses, severance payments and any payments owed or paid to any employees as a result of this transaction, the termination of an employee by Seller, or other employee benefits for claims incurred on arising out of the terms of employment with Seller) or prior with respect to the Closing Datepayroll Taxes; (i) any liability under COBRA incurred in connection with Seller’s making or performance of this Agreement and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawtransaction contemplated hereby; (j) any liabilities arising out of costs or expenses incurred in connection with shutting down, uninstalling and removing equipment not included in the Purchased Assets and any of Seller’s retirement plans costs or employee benefit plansexpenses associated with any Contracts that are not Assumed Contracts; (k) any bonus or other compensation payments liability for expenses and fees incurred by Seller incidental to Seller’s employees which are owed by reason the preparation of the sale Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Purchased Assetstransaction contemplated hereby, including all broker, counsel and any liabilities for salaries, wages, bonuses, and accounting fees (other compensation which are owed to employees of Seller for services rendered through than the Closing DateJenner Legal Fees); (l) any liabilities liability to any members, directors or officers of Seller; (m) any liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission of Seller on or prior to the Effective Time, including any liability for (i) infringement or misappropriation of any intellectual property rights or any other rights of any Person (including any right of privacy or publicity); (ii) defamation, libel or slander; (iii) violations of any federal, state, local, municipal or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority, including Environmental Laws or (iv) litigation identified on Schedule 5.09; (n) any liability arising out of (i) the presence or in connection release of any materials of environmental concern at the real property leased pursuant to the Oakton Office Lease immediately prior to the Effective Time, or (ii) the failure of Seller to comply with any violation by Seller, requirements of Environmental Laws for any applicable statute period prior to the Effective Time; (o) any liability relating to any intercompany balances between the Business and Seller or governmental rule, regulation or directiveits members; and (mp) without limitation by the specific enumeration any liability arising out of the foregoing, any liabilities operation of Seller not expressly assumed by Purchaser pursuant the Business prior to the provisions of Section 2.02Effective Time, except to the extent such liability is included in the Assumed Liabilities.

Retained Liabilities. The Purchaser does Except for the Assumed Liabilities, Buyer shall not assumehave any obligation for, or with respect to, any Liabilities of Asset Seller of any nature whatsoever (whether asserted or unasserted, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, whether due or to become due, and shall not be responsible forwhether incurred prior to, any of on or after the following liabilities Closing Date), including those arising from or obligations of the Seller relating to: (collectively, the “Retained Liabilities”): (ai) expenses of the Seller payable to third parties arising in connection with the Asset Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred operations on or prior to the Closing Date; , including any Liability arising from the actual or alleged breach of any applicable Law (iincluding any Liability arising under Environmental Law and relating to, or arising from, Asset Seller, the Business as operated by the Asset Seller, or the Purchased Assets, including relating to, or arising from, (x) the Leased Property or any other real property now or previously owned, operated or leased by Asset Seller, in each case for periods prior to the Closing Date, (y) the off-site transportation, disposal or arranging for the off-site disposal of any Hazardous Materials, or (z) the release of Hazardous Materials in, at, on, from or emanating from the Leased Property or any other real property presently or formerly owned, operated or leased by Asset Seller), (ii) any liability under COBRA Indebtedness of Asset Seller that is not fully reflected or reserved for on the Final Adjustment Statement, (iii) any Business Plans owned by the Asset Seller, (iv) the breach of any Contract by Asset Seller occurring on or prior to the Closing Date, (v) any litigation or proceeding pending against Asset Seller, (vi) any product manufactured, distributed, shipped or sold, and any services provided (or the regulations thereunder alleged failure to provide such services) by Asset Seller on or prior to the Closing Date (without regard to (x) the basis or theory of claim (negligence, strict tort, breach of express or implied warranty, fraud or failure to warn, test, inspect or instruct, infringement claims and any related claims, or otherwise), (y) the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other), or (z) whether the claim arose or is asserted before or after the Closing), (vii) any claims pending, or that may hereafter be made, against Asset Seller or any failure by Asset Seller to comply with respect to health/medical coverage of all applicable Law regarding current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; or other service providers, (jviii) any liabilities violation of fraudulent transfer or bulk sales laws by Asset Seller or Liabilities relating to or arising out from any “defacto merger” or “successor in interest” theories of or in connection with any of Seller’s retirement plans or employee benefit plans; Liability, (kix) any bonus or other compensation payments to Seller’s employees which are owed by reason Selling Expenses of the sale Asset Seller Parties, (x) the Taxes of the Asset Seller (including any liability for either failing to file any Tax Return or for unpaid Taxes of the Asset Seller, including based upon a Taxing Authority’s re-characterization of a reported transaction), any Taxes related to the operation of the Business prior to the Closing, any Taxes related to, or imposed upon, the Purchased Assets, or their ownership, prior to the Closing, any obligations of Asset Seller to indemnify or otherwise assume or succeed to the Tax liability of any other Person by reason of Contract, assumption, transferee liability, operation of applicable Law, Section 1.1502-6 of the Treasury Regulations (or any predecessor or successor thereof, or any analogous or similar provision under applicable Law) or otherwise, and any liabilities for salaries, wages, bonusesand all Transfer Taxes, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (lxi) any liabilities arising out of or Excluded Asset, including any Excluded Contract (the Liabilities listed and described in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by this paragraph being collectively referred to as the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02“Retained Liabilities,” and each a “Retained Liability”).

Retained Liabilities. The Purchaser does not assumeExcept as specifically set forth in Section 3.2, and Xxxxxxxxx shall not be responsible for, assume any Liabilities of the following liabilities or obligations of Business (the Seller (collectively, the “"Retained Liabilities”):"), including: (a) expenses any Liability that arises out of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of transactions contemplated by this Agreement or results from any breach or default by Fansteel under this Agreement or any of agreement, certificate or other document or instrument that may be executed or delivered in connection with this Agreement or the transactions contemplated hereby (includinghereby, without limitationor any Liability where the existence, legal and accounting fees)imposition, nature or extent of such Liability gives rise to or constitutes a breach or default by Fansteel under this Agreement or any other agreement, certificate or other document or instrument that may be executed or delivered in connection with this Agreement or the transactions contemplated hereby; (b) liabilities any Liability directly or obligations for Taxes that relate indirectly relating to the Excluded Assets, including payables under agreements not part of the Purchased Assets for periods or portions thereof ending prior to the date of ClosingContracts; (c) any liability for Liability relating to any violation of any Law by the Business or related any employee or agent of the Business that arises out of or results from any act, omission, occurrence or state of facts prior to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneythe Closing; (d) any liabilities Liability or inter-company or intra-corporate payable owed to Fansteel or any Affiliate of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesFansteel prior to the Closing; (e) any Liability relating to any claims against under worker's compensation laws, other worker claims, assessments, or liabilities fines arising from any act, omission, occurrence or state of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs facts prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingClosing; (f) any liabilities of Seller Liability relating to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated any claim arising from any plating line accidents occurring prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofClosing; (g) any liability under commission, fee or claim of any federal Person employed or state civil rights laws resulting from termination of employment of Seller’s employeesretained or claiming to be employed or retained by Fansteel to bring about, or to represent it in, the transactions contemplated hereby; (h) any liabilities Liability or obligation relating to any federal, state, local or foreign income tax of Fansteel, including any interest or penalties related thereto and any liability for medical deferred income taxes of any nature, and any Liability for any other Taxes related to the Business, the Washington Division, the Washington Facility, or other employee benefits for claims incurred on the Purchased Assets which arise from any conditions, actions, events, or incidents which occurred prior to the Closing (other than the Assumed Taxes); (i) Liabilities arising from product liability claims or warranty claims for products manufactured or sold by Fansteel before the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out Funded Indebtedness of or in connection with any of Seller’s retirement plans or employee benefit plansthe Business prior to the Closing; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of extent that a Secured Claim Asset does not constitute a Purchased Asset, the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed Secured Claim Obligation related to employees of Seller for services rendered through the Closing Datesuch Secured Claim Asset; (l) Liabilities which arose or may arise from any liabilities arising out of conditions, actions, events, or incidents which occurred prior to the Closing in connection with violations of or liability under Environmental Laws; (m) Liabilities or debts owed to any violation sales representatives, agents, or independent contractors (other than the Third Party suppliers referred to in Section 2.1(h)), whether in oral or written agreements, other than those included in the Limited Assumed Liabilities under Section 3.2; (n) the COBRA liabilities specified to be borne by Seller, of any applicable statute or governmental rule, regulation or directiveFansteel as specifically set forth in Section 7.1; and (mo) any other Liabilities of any kind or nature whether now in existence or hereafter arising, known or unknown by Fansteel, that are not assumed by Xxxxxxxxx in the Limited Assumed Liabilities under Section 3.2, including, without limitation by limitation, the specific enumeration excess of (i) the aggregate value (as finally determined pursuant to Section 3.1.5) of the foregoingLimited Assumed Liabilities referred to in Section 3.2(a), any liabilities of Seller not expressly assumed by Purchaser (b), (c) and (e) above over (ii) the Cash Purchase Price (as finally determined pursuant to Section 3.1.5) (it being agreed that such excess shall treated as a reduction of like amount of the provisions Limited Assumed Liabilities (before giving effect to this provision), with such reduction to be allocated among the individual Liabilities comprising the Limited Assumed Liabilities in a manner agreed upon by Fansteel and Xxxxxxxxx promptly after the final determination of Section 2.02the Cash Purchase Price).

Retained Liabilities. The Purchaser does not assumeSellers and their Affiliates shall retain and, as between Sellers and shall not Purchaser, be solely responsible forfor all Liabilities of Sellers and Liabilities related to the Business and the Purchased Assets other than the Assumed Liabilities, any of including the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable all Liabilities to customers, suppliers or other third parties relating to the Purchased Assets arising in connection with or incurred on or prior to the Seller’s executionClosing Date, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)other than Assumed Liabilities; (b) liabilities (i) all product Liabilities, including those related to consumer fraud and economic loss, resulting from finished Product or obligations for Taxes that relate to the Purchased Assets for periods Lasers sold by Sellers or portions thereof ending any of their Affiliates on or prior to the date Closing Date (other than pursuant to this Agreement); (ii) all Liabilities for any recall or post-sale warning in respect of ClosingProduct or Lasers sold by Sellers or any of their Affiliates on or prior to the Closing Date (other than pursuant to this Agreement); (iii) all Liabilities relating to the Product or the Laser arising out of or relating to Legal Proceedings, irrespective of the legal theory asserted, (A) to the extent commenced on or prior to the Closing Date (other than additional claims asserted after the Closing Date, which shall be deemed commenced after the Closing Date and governed by clause (B) below), and (B) if commenced after the Closing Date, to the extent relating to any period of time or the Product or Laser sold by Sellers or any of their Affiliates on or prior to the Closing Date; (iv) all Liabilities arising out of or relating to the infringement, misappropriation or other violation by Sellers or any of their Affiliates on or prior to the Closing Date of any Intellectual Property of any third party in connection with the Product or the Laser; and (v) all Liabilities arising or to be performed under the Excluded Contracts; (c) subject to Section 2.3, all Liabilities arising out of or relating to any liability for or related to indebtedness of Seller to banksAssumed Contract other than the Purchase Orders, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless extent Sellers or any of when said claim their Affiliates was obligated to perform or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred discharge such Liabilities on or prior to the Closing Date; (id) all Liabilities to the extent related to the Excluded Assets; (e) all intragroup Liabilities of Sellers or any liability under COBRA of their Affiliates; (f) all Liabilities to or in respect of the employment of any current or former employee, officer or director of Sellers or any of their Affiliates and the regulations thereunder all Liabilities with respect to health/medical coverage any compensation or benefit plans of current Sellers or former employees any of Seller and their dependents who elect coverage under COBRA as required by applicable lawAffiliates; (jg) all Liabilities for (i) Taxes of Sellers (or any liabilities shareholder or Affiliate thereof) or relating to the Purchased Assets or the Assumed Liabilities for which Seller is liable pursuant to Section 2.7 and (ii) other Taxes of Sellers (or any shareholder or Affiliate thereof) of any kind or description, including any Liability for Taxes that might otherwise become a Liability of or be asserted against Purchaser as a transferee or successor by contract or otherwise; and (h) all other Liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments relating to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salariesincluding the use, wagesownership, bonusespossession, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of operation, sale or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration lease of the foregoingProduct, any liabilities of Seller not expressly assumed by Purchaser pursuant the Laser or the Purchased Assets, to the provisions extent such Liabilities are attributable to Sellers or any of Section 2.02their Affiliates’ action or failure to act prior to Closing, other than the Assumed Liabilities.

Retained Liabilities. The Purchaser does not assumeNotwithstanding Section 1.3 or any other provision in this Agreement or any other writing to the contrary, Buyer and shall not be responsible for, any of the following liabilities or obligations of the Seller Parties agree that Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller or any Affiliate of Seller (collectively, or any consolidated group including any Seller or predecessor owner of all or part of its business or assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Sellers or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Retained Liabilities”): (a) expenses ). Without limiting the foregoing, none of the Seller payable to third parties following shall be Assumed Liabilities for purposes of this Agreement: 1.4.1 Any Liability based upon, arising out of or otherwise in connection with respect of the Seller’s executionnegotiation and preparation of this Agreement, delivery and performance the Sellers’ Disclosure Schedule or Exhibits hereto, or the consummation of the transactions contemplated by this Agreement or any of Closing Document (the transactions contemplated hereby (including, without limitation, legal and accounting fees“Transaction”); (b) liabilities or obligations for Taxes that relate 1.4.2 Except to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at extent included in the Business whose employment is terminated prior calculation of Sellers’ Net Working Capital, any Liability based upon, arising out of or otherwise in respect of, any accounts payable, accrued expenses, prorated portions of capital lease obligations, vendor claims, or Assumed Contracts attributable to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred periods ending on or prior to the Closing Date; 1.4.3 Except to the extent included in the calculation of Sellers’ Net Working Capital, (i) any liability under COBRA all Taxes of Sellers; (ii) all Taxes related to the direct or indirect ownership or operation of the Assets and the regulations thereunder with respect Businesses except those Taxes related to health/medical coverage the ownership or operation of current the Assets and the Businesses which are attributable to Taxable periods or former employees portions thereof beginning after the Closing Date; (iii) all Transfer Taxes and similar Taxes, and withholding Taxes, if any, imposed as a result of Seller the sale or transfer of the Assets and their dependents who elect coverage the Businesses pursuant to this Agreement, to the extent not required to be borne by Buyer under COBRA Section 6.13.1; (iv) all income, franchise or similar Taxes imposed on Sellers and any consolidated, combined or unitary group of which Sellers are a member on account of the sale or transfer of the Assets and the Businesses pursuant to this Agreement; and (v) any Liability of Sellers for the unpaid Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as required a transferee or successor, by applicable lawcontract or otherwise; 1.4.4 Except to the extent included in the calculation of Sellers’ Net Working Capital, any Liability for any cause of action, claim, demand, breach or violation of any kind or description, whether relating to an Excluded Asset or otherwise, arising from operation and management of the Businesses, under any Contract, Law, or otherwise, in all such cases attributable to any period ending on or prior to the Closing Date, including, without limitation, all Losses, settlements and amounts paid or incurred by the Businesses from events occurring on or prior to the Closing Date, including legal costs and expenses; 1.4.5 Except to the extent included in the calculation of Sellers’ Net Working Capital, any Liability arising under the Provider Agreements and relating to any period ending or including the period ending on or prior to the Closing Date, including but not limited to any gain on sale and any recapture that may be recognized under the Medicare, Medicaid and other third-party payor programs, third-party payor liabilities or obligations arising from the operation or management of the Businesses on or prior to the Closing Date (j) including, without limitation, repayment or overpayment liabilities in respect of previously paid or denied claims), arising under the Medicare Program, the Medicaid Program and other third-party payor programs; 1.4.6 Any Liability arising under any liabilities arising out collective bargaining agreement (other than as provided in Section 4.12), employment agreement, severance agreement, 6 1.4.7 Except to the extent provided in Section 1.3.2, any Liability relating to employee benefits or compensation arrangements existing as of or in connection with the end of the day on the day immediately preceding the Closing Date, including, without limitation, any of Liability under any Seller’s retirement employee benefit agreements, plans or other arrangements or any contract of insurance for employee benefit group medical, dental, or life insurance plans; 1.4.8 Except to the extent included in the calculation of Sellers’ Net Working Capital, any Liabilities arising from or relating to (ki) any bonus employees of Sellers, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assetsbenefits, and any liabilities for salaries, wages, bonuses, and (ii) all other compensation which are owed Liabilities relating to employees of Seller for services rendered Sellers arising from events or occurrences through the Closing Date; (l) 1.4.9 All Liabilities arising from or relating to benefits or pay under any liabilities arising out employee benefit plan covering the employees of Seller or its Subsidiaries, including Sellers or Parent’s stock option or stock purchase plan(s), compensation policy, individual employment contract or collective bargaining agreement, or any severance payment, including those related to any alleged termination of employment as a result of or in connection with any violation by Sellerrelating to the transactions contemplated hereby, excluding Workers Adjustment Retraining and Notification Act of any applicable statute or governmental rule1988 (the “WARN Act”) liabilities, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any which such WARN Act liabilities of Seller not are hereby expressly assumed by Purchaser pursuant Buyer and for which Buyer shall indemnify and hold Seller Parties harmless in accordance with Section 9.7; 1.4.10 Liabilities relating to or arising from litigation or any other disputes with third parties, if any, pending at the Closing or threatened on or prior to the provisions of Section 2.02.Closing Date; 1.4.11 Any Liabilities for Indebtedness related to any Business;

Retained Liabilities. The Purchaser does not assumeNotwithstanding anything to the contrary set forth in this Agreement, and the Purchasers shall not be responsible for, assume any of the following liabilities or obligations Retained Liabilities. For purposes of the Seller (collectivelythis Agreement, the “Retained Liabilities”): (a) expenses ” are the Liabilities of any of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement Asset Sellers or any of the transactions contemplated hereby Business Subsidiaries (includingas between the Sellers, without limitationon the one hand, legal and accounting fees);the Purchasers and Business Subsidiaries, on the other hand) whether or not reflected or reserved for in the Financial Statements and whether or not the subject of any disclosure pursuant to any Disclosure Schedule, which are not Assumed Liabilities. Without limiting the foregoing, the Retained Liabilities include the following Liabilities of the Asset Sellers and the Business Subsidiaries: (bi) liabilities All Liabilities, whether direct, indirect or obligations for Taxes that relate to the Purchased Assets for periods derivative and under whatever Law or portions thereof ending prior to the date of Closing; (c) any liability for theory alleged or related to indebtedness of Seller to banks, financial institutions or other persons or entities asserted with respect to borrowed money; (dA) the presence, Release or exposure of any liabilities Person to any Hazardous Materials existing or occurring as of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Dateat, from, in, to, on, or under any Site and the continuation of such presence, Release of or exposure to Hazardous Materials after the Closing Date until cured by Sellers (subject to Section 14.08); (B) the transportation, treatment, storage, handling, or disposal or arrangement for transportation, treatment, storage, handling or disposal of any Hazardous Materials by or on behalf of any of the Business Subsidiaries or the Asset Sellers, any predecessors of any Business Subsidiary or the Asset Sellers or any entities previously owned by any Business Subsidiary or the Asset Sellers at or to any off-Site location prior to the Closing; (C) any violation of Environmental Law by any Business Subsidiary or the Asset Seller at or prior to the Closing and the continuation of any such violation of Environmental Law after the Closing Date until cured by Sellers (subject to Section 14.08); or (D) asbestos or asbestos containing materials or products manufactured, processed, handled, distributed, sold, marketed or disposed of by or on behalf of the Sellers or their respective current or former Affiliates, the Business Subsidiaries, the Business or their respective predecessors prior to the Closing (the Liabilities referred to in this Section 2.02(b)(i) shall be referred to as Retained Environmental Liabilities); (iii) Product Liability Obligations and Recall Obligations arising from, or related to, any liability under COBRA and products or services of the regulations thereunder with respect Business sold, distributed or performed prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawthe Closing; (jiii) Liabilities to the extent relating to any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plansExcluded Asset; (kiv) Warranty Obligations arising from, or related to any bonus products or other compensation payments to Seller’s employees which are owed by reason services of the sale of the Purchased AssetsBusiness sold, and any liabilities for salaries, wages, bonuses, and other compensation which are owed distributed or performed prior to employees of Seller for services rendered through the Closing Dateother than any Warranty Obligations referred to in Section 2.02(a)(viii); (lv) Liabilities to ARM or any liabilities arising out of or its Affiliates other than the Business Subsidiaries including the Excluded Intercompany Payables (other than those which constitute Assumed Liabilities after giving effect to the other provisions of this Section 2.02(b)); (vi) All Liabilities in connection with any violation by Seller, respect of which Sellers have an indemnity obligation under Article XII hereof (as determined prior to the application of any applicable statute estimated Tax or governmental rule, regulation similar Tax payments or directivecredits); 1- NY/2171027. (vii) All Liabilities relating to the Announced Restructuring Actions and the Other Transaction Restructuring Actions; (viii) All Liabilities listed in Section 2.02(b)(viii) of the Disclosure Schedules; (ix) Debt and Expenses to the extent not taken into account in the calculation of Debt and Expenses Reduction Amount and Base Total Purchase Price; and (mx) without limitation by All Liabilities of the specific enumeration Sellers under Article IX of this Agreement. Sellers shall discharge the Retained Liabilities. Notwithstanding the foregoing, any liabilities but subject to Articles XII and XIV, Sellers shall be entitled to resist, contest, litigate, arbitrate, or otherwise dispose of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities in their discretion.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any other provision of this Agreement, and shall not be responsible neither the Buyer Parent nor any other Buyer is assuming responsibility for, or otherwise agreeing to pay or discharge, any of the following liabilities or obligations Liability of the Seller Parent, the Sellers or any of their respective Affiliates of any kind or nature, other than the First Closing Assumed Liabilities and the Second Closing Assumed Liabilities (collectivelysuch other Liabilities, the “Retained Liabilities”):). Without limiting the generality of the foregoing, with respect to the First Closing Transferred Assets, the Retained Liabilities include: (ai) expenses all Liabilities arising out of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate relating to the Purchased Assets for periods SSD Business or portions thereof ending the First Closing Transferred Assets, in each case arising from facts, circumstances, events, or conditions arising or in existence prior to the date of First Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise than the First Closing Assumed Liabilities; (eii) all Liabilities arising out of or relating to any First Closing Excluded Asset; (iii) all Liabilities arising out of or relating to any Indebtedness of the Sellers or any of their respective Affiliates; (iv) all Retained Tax Liabilities; (v) all Liabilities in respect of the products manufactured, marketed, distributed or sold by the Business prior to the First Closing Date including Liabilities arising from product liability claims against for which the injury or liabilities loss giving rise thereto (not just the delivery of Seller for injury to or death the notice of persons or damage to or destruction of property (including any workmen’s compensation claimsuch claims) that occurs prior to the First Closing Date regardless Date, whether the commencement of when said claim any related Action is before or liability is asserted, including any claim or liability for consequential or punitive damages in connection with after the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the First Closing Date; (ivi) any liability under COBRA and Liability pursuant to any Environmental Law arising from or relating to any facts, circumstances, events, or conditions arising or in existence prior to the regulations thereunder First Closing Date, including with respect to health/medical coverage the operation of the Business or to any property or facility presently or formerly owned, leased or operated by the Seller Parent, any other Seller or any of their respective Affiliates or any of their respective predecessors, whether or not used primarily in the operation or conduct of the Business; (vii) other than the First Closing Assumed Employee Liabilities, all Liabilities (A) arising from the employment or service or termination of employment or service of any current or former employees employee or service provider of the Sellers or any of their Affiliates, whenever incurred, (B) arising from or in respect of any Employee Plan, any Labor Agreement, (other than Liabilities arising after the First Closing with respect to any Labor Agreement expressly assumed by Buyer Parent or any of its Affiliates), or any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is sponsored, maintained, contributed to or required to be contributed to by the Seller and their dependents who elect coverage Parent or its Affiliates (other than Liabilities arising after the First Closing with respect to any such “employee benefit plan” expressly assumed by Buyer Parent or any of its Affiliates), in each case, whenever incurred, including any Liability imposed on the Buyer Parent or its Affiliates by a Governmental Entity or any other Person resulting from successor liability or similar concepts other than successor Liability under COBRA relevant ARD, expressly assumed Liability under a Transfer Agreement or Liability at the direction of any Employee Representative Body or non-U.S. Governmental Entity (solely to the extent that such Employee Representative Body or non-U.S. Governmental Entity is empowered to levy successor Liability), (C) arising as required by applicable law; (j) any liabilities arising out a result of or relating to any failure of the Sellers or their Affiliates to comply with their respective obligations under the relevant ARD or the directions of any Employee Representative Body or Governmental Entity (including, where relevant, to provide the information required under applicable Law to the Buyer Parent or its Affiliates in connection order for them to comply with their respective obligations or to inform or consult with any of Seller’s retirement plans Employee Representative Body in accordance with the ARD or employee benefit plans; (k) any bonus applicable Law or other compensation payments to Seller’s employees which are owed by reason regulation), except, in the case of the sale foregoing clause (C), to the extent that such failure is caused and/or exacerbated by the Buyer Parent or its Affiliates’ failure to comply with their respective obligations under the ARD and/or this Agreement, (D) arising from the termination of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of employment or in connection with any violation by Seller, service of any applicable statute person whose employment transfers to the Buyer Parent or governmental ruleits Affiliates at the First Closing in accordance with the ARD and who is not a SSD Business Employee, regulation or directive(E) expressly retained by the Seller Parent or any of its Affiliates pursuant to ARTICLE VI; and (mviii) without limitation by all Liabilities in respect of any threatened or pending Action in respect of (A) the specific enumeration of First Closing Excluded Assets or (B) the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant SSD Business or the First Closing Transferred Assets to the provisions extent arising prior to the First Closing or relating to facts, circumstances, events, or conditions arising or in existence prior to the First Closing whether the commencement of Section 2.02any related Action is before or after the First Closing Date.

Retained Liabilities. The Purchaser does not assumeWithout limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, and shall not be responsible fordischarge any and all liabilities, Losses, duties or obligations, known or unknown relating to any of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses of the any Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Taxes; (b) liabilities any matters required to be borne, paid or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingretained by Seller under Section 2.3; (c) any liability for intercompany Losses or related to indebtedness liabilities between Seller, OpCo and any of Seller to banks, financial institutions or their Affiliates other persons or entities with respect to borrowed money;than Property Expenses; {JK01396073.28 } (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable to their respective employees, and any obligations or liabilities owed to, or arising out of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) employment or service provider relationships with any liabilities for medical of their employees or other employee benefits for claims incurred on service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, to the extent attributable to events that occurred prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7 (or that should have been set forth on Schedule 6.7 in order for Seller’s representation in Section 6.7 to be true and correct at and as of the Execution Date and the Closing Date); (f) any personal injury or death occurring on, attributable to, or arising out of, the ownership, use, or operation of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a)); (g) the Fraud, gross negligence or willful misconduct of Seller Group, OpCo or their Affiliates in connection with the ownership or operation of the Assets prior to Closing; (h) the disposal or transportation of any Hazardous Substances by or on behalf of Seller or OpCo from any location that is on or within any of the Assets to any location that is not on or within any of the Assets in connection with Seller’s ownership or Seller’s or OpCo’s operation of such Assets prior to Closing; (i) any liability under COBRA and penalties or fines imposed by a Governmental Authority levied at any time against Seller, OpCo or any of their Affiliates or imposed or assessed at any time related to, arising out of, or based on Seller’s ownership or Seller’s or OpCo’s operation of the regulations thereunder with respect Assets prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawthe Closing; (j) any liabilities arising out of Excluded Assets (including the ownership or in connection with any of Seller’s retirement plans or employee benefit plansoperations thereof); (k) all liabilities and obligations arising from any bonus payment, nonpayment, mis-calculation or other compensation payments mispayment by or on behalf of Seller, OpCo or any of their Affiliates (including any third Person payor remitting amounts on behalf of Seller, OpCo or any of their Affiliates) of any Burdens with respect to Seller’s employees the Assets in connection with any Third-Party Claim or otherwise, in each case, attributable to periods prior to the Effective Time (excluding, however, Suspense Funds that are properly held in suspense and for which are owed by reason of a downward adjustment to the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed Cash Consideration is made at Closing pursuant to employees of Seller for services rendered through the Closing Date;Section 2.3); and (l) any Losses arising from any and all matters set forth on and in accordance with Schedule 14.2(l) (the “Specified Indemnification Matters”). By retaining any liabilities arising out of or obligations in connection with any violation by Sellerthis Section 14.2, of any applicable statute or governmental ruleSeller and Buyer do not intend to admit, regulation or directive; and (m) without limitation by the specific enumeration of the foregoingand shall not be deemed to have admitted, any liabilities of Seller not expressly assumed by Purchaser pursuant liability to the provisions of Section 2.02.any third Person. {JK01396073.28 }

Retained Liabilities. The Purchaser does Except as provided in Section 3.1, Buyer and its Affiliates shall not assume, assume and shall not be responsible for, and there shall not be transferred to or assumed by Buyer or any of its Affiliates, any Liabilities of Seller or any of its Affiliates (or any predecessor thereof) arising from or relating to, in whole or in part, (x) the operations, activities, conduct or transactions of the Business or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of the Assets up through and including the Closing Date (or the date of any Additional Closing with respect to the Business and Assets transferred thereat), and (y) any and all other operations, activities or transactions of Seller and its Affiliates or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of any other assets or properties of Seller and its Affiliates, at any time, all of which Liabilities shall be and remain the sole responsibility of Seller and its Affiliates, including without limitation all of the following liabilities or obligations of the Seller (collectively, all of the “Liabilities described in this Section 3.2 being referred to in this Agreement as the "Retained Liabilities”"): (a) expenses of the Seller payable to third parties arising in connection any Liability associated with the Seller’s execution, delivery and performance breach of this Agreement any Contract by Seller or any of Affiliate thereof before the transactions contemplated hereby (including, without limitation, legal and accounting fees)Closing; (b) liabilities any Liability associated with (i) the presence of any Hazardous Material in any products sold, supplied, serviced or obligations disposed of by or on behalf of the Business or in the fixtures, structures, soils, groundwater, surface water or air on, under or about or emanating from the properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by Seller or any of its Affiliates, or any predecessor thereof, including the Assets, any properties adjoining such properties, and any properties at which any of such products has been located; (ii) the use, generation, production, manufacture, treatment, storage, disposal, release, threatened release, discharge, spillage, loss, seepage or filtration of Hazardous Material from, on, under or about such products or properties or from the Business or the presence therein or thereunder of any underground or above-ground tanks for Taxes that relate the storage of Hazardous Material; (iii) the violation or noncompliance or alleged violation or noncompliance of any Environmental Law, Environmental Permit or Governmental Order arising from or related to the Purchased Assets for periods use, operation, ownership, lease, possession, control, occupancy, maintenance or portions thereof ending prior condition of any of such products or properties; (iv) the failure to have obtained or maintained in effect any Environmental Permit required by any Environmental Law or Governmental Order required as a result of the operation of the Business, the sale, supply, servicing or disposition of such products or the use, operation, ownership, lease, control, possession, occupancy, maintenance or condition of such properties; and (v) Governmental Orders or claims arising under any Environmental Law, in each case to the date of Closingextent relating to the period up to and including the Closing Date; (c) without limiting Buyer's obligations as expressly set forth in Section 12.1, any liability for Liability associated with labor or related employment matters, including those relating to indebtedness severance pay, accrued vacation pay, wrongful discharge, employee grievances, unfair labor practices, violations of any applicable law, rule, regulation, ordinance or Governmental Order relating to any employees of Seller to banksor its Affiliates, financial institutions agents, representatives or other persons contractors, the termination of any employees (whether union or entities with respect to borrowed moneynonunion), or the termination or violation of any collective bargaining agreement; (d) any liabilities Liability associated with the employee benefit plans or policies of Seller under or any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesof its Affiliates; (e) any claims against Liability associated with employee or liabilities of Seller for injury to customer health or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingsafety; (f) any liabilities Liability associated with accounts payable, trade payables and indebtedness for borrowed money of Seller to pay severance benefits to employees or any of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofits Affiliates; (g) any liability under any federal Liability associated with implied warranties or state civil rights laws resulting from termination unwritten warranties on products or services of employment of Seller’s employeesthe Business; (h) any liabilities Liability imposed upon or incurred by Buyer or its Affiliates by operation of any applicable law, rule, regulation, ordinance or Governmental Order which Liability, if not for medical the operation of such law, rule, regulation, ordinance or other employee benefits for claims incurred on or prior to the Closing DateGovernmental Order, would have been a Retained Liability; (i) any liability under COBRA and the regulations thereunder Liability associated with respect personal injury or property damage caused or alleged to health/medical coverage of current have been caused by any product, service or former employees other activity of Seller and their dependents who elect coverage under COBRA as required by applicable law;or any of its Affiliates prior to the Closing, including those arising from any alleged design defect, manufacturing defect, failure to warn or negligence; and (j) any liabilities arising out of or in connection Liability associated with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Excluded Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Purchaser does Notwithstanding anything in this Agreement to the contrary, the Buyer shall not assume or be deemed to assume any Liabilities of the Seller except for the Assumed Liabilities. Without limiting the generality of the foregoing, the Buyer shall not assume, and the Seller shall not be responsible forcontinue to bear sole responsibility for all Liabilities arising out of (i) claims related to the Business Assets regarding adulterated products manufactured by the Seller, any of (ii) the following liabilities or obligations Accounts Payable, (iii) all indebtedness of the Seller and all other Liabilities arising out of the Business Assets prior to the Closing Date, whether absolute, accrued, contingent, known or unknown, asserted or unasserted, fixed or otherwise, or whether due or to become due, including without limitation any and all Liabilities for any rebates, promotions, charge-backs or other changes in pricing with respect to sales of the Products for the period prior to the Closing; (iv) claims or Liabilities arising out of or associated with the Rights Agreement; (v) (A) all Taxes of the Seller (1) unrelated to the ownership or operation of the Business Assets and the Business or (2) related to the direct or indirect ownership or operation of the Business Assets and the Business for all periods prior to the Closing; (B) all Taxes, if any, imposed on the Seller and any consolidated, combined, or unitary group of which the Seller is a member as a result of the sale or transfer of the Business Assets and the Business pursuant to this Agreement; and (C) any liability of the Seller for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise; (vi) credits and payments for any returns of non-conforming Products sold by the Seller on or before the Closing Date; and (vii) the business and operations of the Seller or any of its Affiliates at any time, other than the Assumed Liabilities (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Purchaser Notwithstanding anything contained in this Agreement to the contrary, AirTran does not assumeassume or agree to pay, satisfy, discharge or perform, and shall not be responsible fordeemed 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 whatsoever of either Seller, or any other Person whether primary or secondary, direct or indirect, contingent or guaranteed, other than solely the Assumed Liabilities. Sellers shall retain and, except to the extent excused or prohibited by the applicable provisions of the following Bankruptcy Code, pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities or and obligations of other than the Assumed Liabilities, including, without limitation, those set forth below (all such liabilities and obligations retained by Seller (collectively, being referred to herein as the “Retained Liabilities”): (a) expenses all obligations or liabilities of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any assets other than Transferred Assets or that relate to the transactions contemplated hereby (including, without limitation, legal and accounting fees)Transferred Assets which are not Assumed Liabilities; (b) all obligations or liabilities of Sellers or obligations for any predecessor(s) or Affiliate(s) of Sellers relating to Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leasesthe Transferred Assets or otherwise, contractsfor all periods, insurance policiesor portions thereof, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (ic) all obligations or liabilities for any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current legal, accounting, investment banking, brokerage or former employees of similar fees or expenses incurred by either Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans with, resulting from or employee benefit plans; (k) any bonus or other compensation payments attributable to Seller’s employees which are owed the transactions contemplated by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivethis Agreement; and (md) all liabilities and obligations of 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 either Seller (including without limitation by the specific enumeration Transferred Assets) at any time prior to or on the Closing, including without limitation such of the foregoingforegoing (i) as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of requirement of any liabilities Law, or (ii) that relate to, result in or arise out of Seller not expressly assumed by Purchaser pursuant the existence or imposition of any liability or obligation to remediate or contribute or otherwise pay any amount under or in respect of any environmental, superfund or other environmental cleanup or remedial Laws, occupational safety and health Laws or other Laws. Neither of Sellers nor AirTran has granted to the provisions other any covenant of Section 2.02non-competition and nothing in this Agreement shall be deemed to preclude either party from competing with any business or schedule flight services of the other.

Retained Liabilities. The Purchaser does Notwithstanding anything in this Agreement to the contrary, the Buyer is not assumeassuming and will not pay or perform any liabilities or obligations that are not specifically described in Section 1.03, whether fixed or contingent, known or unknown, disclosed or undisclosed, recorded or unrecorded and shall not be responsible forwhether relating to the Assets, the Business or any of other matter, facts or circumstances, including without limitation the following following: (a) federal, state or local Tax (as hereinafter defined) liabilities or obligations of the Seller (collectively, Company and/or any Shareholder whether or not incurred prior to the “Retained Liabilities”): (a) expenses of date hereof or resulting from the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any consummation of the transactions contemplated hereby (including, without limitation, legal and accounting fees)herein; (b) liabilities any obligation or obligations liability for Taxes that relate to services rendered by the Purchased Assets for periods or portions thereof ending prior to the date of ClosingCompany; (c) any liability or obligation of the Company for or related to indebtedness in respect of Seller to banksany loan, financial institutions account payable or other persons or entities with respect to borrowed moneyindebtedness; (d) any liabilities liability or obligation of Seller under the Company arising as a result of or out of any leasesclaim, contractsany legal or equitable action, insurance policiesincluding without limitation those matters listed on Schedule 3.17 hereto, commitmentsproceeding or investigation pertaining to or relating in any way to the Company initiated at any time, sales orderswhether or not described in any schedule hereto, purchase orders, Permits which are not otherwise Assumed Liabilitiesincluding without limitation any liability of the Company arising from or in connection with the Marketing Agreement and any liability relating to investigation fees other than those specifically assumed in 1.03 above; (e) any claims against lien, liability or liabilities obligation arising out of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claimmatters listed on Schedule 1.04(a) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoinghereto; (f) any liabilities liability or obligation of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or Company incurred in connection with the making or following the sale performance of the Purchased Assets pursuant to the provisions hereofthis Agreement; (g) except as set forth in Section 1.03(c), any liability under or obligation of the Company arising out of any federal Employee Benefit Plan (as defined in Article III) or state civil rights laws resulting from any liability with respect to any pension or benefit plan of the Company or the termination of employment of Seller’s employeesany such plan; (h) any liabilities liability or obligation of the Company for medical making payments of any kind (including as a result of the sale of the Assets or as a result of the termination of employment by the Company of employees or other employee benefits labor claims) to employees of the Company or in respect of payroll taxes for claims incurred on employees of the Company, including without limitation any liabilities or prior obligations of the Company arising under or with respect to the Closing DateConsolidated Omnibus Budget Reconciliation Act of 1985; (i) any liability under COBRA and for all chargebacks or chargeback handling fees arising from or in connection with the regulations thereunder with respect Marketing Agreement which arise on the Effective Time or within the sixty (60) days after the Effective Time but which relate to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law;transactions that occurred prior to the Effective Time; and (j) any liabilities or obligations arising out of or any breach by the Company prior to the Closing of any Assumed Contract, including without limitation any such liability of the Company arising in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Marketing Agreement.

Retained Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser does not assumenor any of (including, and following the Closing, the Target Entities) its Affiliates shall not be responsible for, have any obligations with respect to any of the following liabilities Liabilities of Seller or obligations any of its Affiliates (including, prior to the Closing, the Target Entities), and Seller or another applicable Affiliate of Seller shall retain and remain responsible for paying, performing and discharging when due all such Liabilities (collectively, the “Retained Liabilities”): (a) expenses Except (i) as set forth in Section 2.6(f) and (ii) for any and all Funded Debt of any Seller Entities (to the extent such Funded Debt is an Assumed Liability), any and all Indebtedness of Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby its Affiliates (including, without limitation, legal and accounting feesother than any intercompany Indebtedness solely between or among Target Entities); (b) liabilities or obligations for Taxes that relate Any and all Liabilities to the Purchased extent arising out of or related to any of the Excluded Assets or the Retained Seller Business (for periods or portions thereof ending prior the avoidance of doubt other than any and all Liabilities to the date extent arising out of or related to any of the Owned Real Property or the Business); provided, however, that, notwithstanding the foregoing, “Retained Liabilities” shall also include any and all Liabilities arising out of or relating to in any way (i) to the environment or natural resources, human health and safety or Hazardous Materials relating to or arising out of the facility located at 0000 X. 00xx Xxxxxx, Xxxxxxx, XX, XXX (the “Chicago Facility”), and (ii) any, past, current or future businesses, operations, products or properties of or associated with the Chicago Facility (including any businesses, operations, products or properties for which a former, current or future owner or operator of the Chicago Facility may be alleged to be responsible as a matter of Law, Contract or otherwise), except in the case of clauses (i) and (ii), for any and all Liabilities to the extent arising out of or relating to any actions, businesses, operations or any other activities of, by or on behalf of Purchaser, its Affiliates or any of their Representatives after the Closing, which shall be “Assumed Liabilities”; (c) Except as set forth in Section 2.6(e), Section 2.6(g) or Section 5.7, any liability for and all Liabilities relating to or related to indebtedness of arising under any Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyBenefit Plan; (d) Except as set forth in Section 5.7, any liabilities and all Liabilities in respect of any service provider of Seller under who is not a Transferred Business Employee or Business Independent Contractor, whether accruing before, on or after the Closing Date, including any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesCarveout Employees and any Inactive Employees prior to the date they become a Transferred Business Employee; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingAny and all Excluded Employment Liabilities and Excluded Pension Liabilities; (f) Any and all Liabilities related to fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or its Affiliates in connection with or following this Agreement and the sale of the Purchased Assets pursuant to the provisions hereoftransactions contemplated hereby; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees;Any and all Liabilities for Seller Taxes; and (h) Any and all Liabilities for any liabilities for medical or other employee benefits for claims incurred of the environmental matters identified on or prior to Section 2.7(h) of the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller Disclosure Schedules. Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with Purchaser acknowledge and agree that neither Purchaser nor any of Seller’s retirement plans its Affiliates (including, following the Closing, the Target Entities) will be required to assume, retain, pay, perform or employee benefit plans; (k) otherwise discharge, or shall otherwise be or become responsible or have any bonus or other compensation payments to Seller’s employees which are owed by reason Liability for, any of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities.

Retained Liabilities. The Purchaser does not assume, and its Affiliates shall not assume or be responsible for, liable for any of the following liabilities Liabilities of Seller or obligations any of the Seller its Affiliates (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising Except as set forth in connection with the Seller’s executionSection 2.6(b), delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Indebtedness; (b) liabilities or obligations for Taxes that relate Other than the Assumed Liabilities, any and all Liabilities to the Purchased Assets for periods extent relating to or portions thereof ending arising out of the Business, accruing prior to the date of Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (c) Any and all Liabilities for which any liability for Seller Entity or related any of their Affiliates (other than the Purchased Companies after the Closing) expressly has responsibility pursuant to indebtedness of Seller to banks, financial institutions this Agreement or any other persons or entities with respect to borrowed moneyTransaction Documents; (d) Any and all Liabilities to the extent relating to or arising out of Seller’s or any liabilities of Seller under its Affiliates operation of any leasesbusiness or division other than the Business, contractsaccruing prior to the Closing, insurance policieswhether known or unknown, commitmentsfixed or contingent, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesasserted or unasserted; (e) any claims against or liabilities of Seller for injury Any and all Liabilities relating to or death arising out of persons the Specified Business Contracts to the extent such Liabilities (A) arise from or damage relate to any breach or destruction violation by any Seller Entity or any Affiliate of property (including any workmen’s compensation claim) that occurs Seller Entity prior to the Closing Date regardless and (B) 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 when said claim time, would constitute or liability is asserted, including result in a breach or violation of any claim or liability for consequential or punitive damages in connection with the foregoingof such Specified Business Contracts; (f) Other than the Assumed Liabilities, any liabilities Liabilities of any Purchased Company to the extent accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (g) Any and all Liabilities of any Purchased Company (other than a Purchased Non-Consolidated Venture) to the extent arising from by virtue (if applicable) of it being an ERISA Affiliate of Seller or any of its Affiliates, to pay severance benefits the extent not attributable to employees a Purchased Entity Benefit Plan; (h) Any and all Liabilities accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted, to the extent arising out of or related to the Excluded Assets; (i) Except as set forth in Section 2.6 or Section 5.7, any Liabilities to the extent relating to or arising under any Seller employed at Benefit Plan or in respect of Business Employees; (j) Any and all Liabilities relating to any Environmental Law or Hazardous Materials to the extent arising from or relating to the ownership, operation or conduct of the Purchased Assets, the Assumed Liabilities or the Business whose employment is terminated on or prior to the Closing Date (including any such Liabilities arising from any businesses, operations, products or in connection with properties for which a former (as of the Closing Date) owner or following the sale operator of the Purchased Assets Assets, the Assumed Liabilities or the business may be alleged to be responsible as a matter of Law, Contract or otherwise); (k) Any and all Liabilities arising from or relating to (i) the infringement, misappropriation or other violation of the Intellectual Property of any third party, or allegation thereof, in each case to the extent resulting or alleged to result from the manufacture or sale of any products of the Business or use of any processes of the Business prior to the Closing Date, or (ii) any of the matters described or incorporated in Section 3.9(b) of the Seller Disclosure Schedules; (l) Any and all Liabilities relating to a claim that is made prior to or within the three (3) year period following the Closing Date with respect to any return, repair, warranty or similar Liabilities related to products and services of the Business that were manufactured or sold prior to the Closing Date; (m) Any and all Liabilities relating to or arising out of the Specified Restructurings; provided that in no event shall Seller’s and its Affiliates’ aggregate liability pursuant to the provisions hereofOverhead Restructuring exceed the amount set forth on Section 1.1(g)(v) of the Seller Disclosure Schedules (the “Overhead Restructuring Cap”), regardless of whether such Liabilities are incurred prior to or after the Closing Date; (gn) any liability under any federal or state civil rights laws Any and all Liabilities to the extent resulting from termination the litigation listed on Section 2.7(n) of employment of Seller’s employeesthe Seller Disclosure Schedules (the “Specified Retained Litigation”); (ho) Any and all Liabilities for Taxes (i) for which Seller is responsible pursuant to Section 6.1 or (ii) imposed on any liabilities Purchased Non-Consolidated Venture or any Subsidiary thereof for medical any Pre-Closing Period; (p) The Seller Portion of the Shared Contract Liabilities; (q) Any and all Liabilities with respect to any recall or other employee benefits for claims incurred similar Liabilities relating to products of the Business that were manufactured or sold on or prior to the Closing Date; (ir) any liability under COBRA Any and all Liabilities for death, personal injury, advertising injury, other injury to persons or property damage to the regulations thereunder with respect extent relating to health/medical coverage products of current the Business that were manufactured or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law;sold on or prior to the Closing Date; and (js) any liabilities arising out Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus Affiliates in connection with the auction or other compensation payments sale process to Seller’s employees which are owed by reason sell the Business or the HomeLink Business or the negotiation and execution of this Agreement, the agreement related to the sale of the Purchased AssetsHomeLink Business, or similar agreements for other businesses of Seller. Seller and Purchaser acknowledge and agree that neither Purchaser nor any liabilities for salariesof its Affiliates will be required to assume and retain any Retained Liabilities. Seller and Purchaser further acknowledge and agree that notwithstanding the form of transaction in any jurisdiction that may otherwise transfer Liabilities referred to in this Section 2.7 to Purchaser, wages, bonuses, such Liabilities shall remain Retained Liabilities and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant subject to the indemnification provisions of Section 2.02Article IX.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, and Buyer shall not assume or in any way be liable or responsible forfor any liabilities, expenses, commitments, obligations, or debts of any of type or nature, known or unknown, contingent or otherwise, whether or not related to the following liabilities Business or obligations of the Seller Purchased Assets (collectively, the “Retained Liabilities”): ), including (a) expenses any Environmental Liabilities arising out of or related to the operation of Seller payable to third parties arising in connection with and the Seller’s executionBusiness, delivery and performance of this Agreement or any of the transactions contemplated hereby (includingconditions, without limitationevents, legal and accounting fees); facts, or circumstances, first occurring before Effective Time; (b) liabilities any liability or obligations for Taxes that relate obligation under any Employee Plan or relating to the Purchased Assets for periods payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or portions thereof ending prior to the date profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of Closing; any kind or under any other employment, severance, retention, or termination agreement with any current or former employee of Seller; (c) all liabilities for Taxes of any liability for kind (whether or related to indebtedness of Seller to banksnot accrued, financial institutions assessed, or other persons or entities with respect to borrowed money; currently due and payable); (d) any liabilities liability or obligation of Seller to distribute to the Stockholders or otherwise to apply all or any part of the consideration received under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; or pursuant to this Agreement; (e) any claims against liability or liabilities obligation arising out of Seller for injury to or death any Indebtedness of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; Seller; (f) any liabilities liability or obligation that is based on any act or omission of Seller to pay severance benefits to employees of Seller employed at in or any Stockholder occurring on, before, or after the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; Effective Time, (g) any liability under or obligation relating to or arising out of any federal violations of any Laws or state civil rights laws resulting from termination any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of employment an occurrence or event happening before the Effective Time, including any product liability claim or other tort claim of Seller’s employees; any nature, and (h) any liabilities for medical other liability or other employee benefits for claims incurred on obligation of Seller or prior to the Closing Date; (i) any Stockholder including any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current directly or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities indirectly arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments relating to Seller’s employees which are owed by reason the operation of the sale Business or ownership of the Purchased AssetsAssets before the Effective Time whether contingent or otherwise, and any liabilities for salariesfixed or absolute, wagesknown or unknown, bonusesmatured or unmatured, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of present, future, or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02otherwise.

Retained Liabilities. The Purchaser Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that, except for the Assumed Liabilities, the Buyer shall not and does not assume, and agree to pay, perform or discharge, nor shall not it be responsible liable for, any of the following liabilities liabilities, debts, obligations, claims against or obligations Contracts of the Seller or the Business (collectively, the “"Retained Liabilities”"): (a) expenses subject to Section 1.9 hereof, liabilities of the Seller payable for Taxes with respect to third parties arising in connection with the Seller’s executionBusiness for taxable periods, delivery and performance of this Agreement or any of portions thereof, ending on or before the transactions contemplated hereby (including, without limitation, legal and accounting fees)Closing Date; (b) any liabilities or obligations for Taxes that relate against which Seller has agreed to indemnify Buyer pursuant to the Purchased Assets for periods or portions thereof ending prior terms of this Agreement but only to the date extent of Closingsuch obligation to indemnify; (c) except as set forth in Section 5.3 hereof, liabilities and obligations arising under any liability for or related to indebtedness "employee benefit plan" (within the meaning of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyERISA section 3(3)); (d) any liabilities of Seller under any leasesliability, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesdebt or obligation relating to the Excluded Assets; (e) any claims against liabilities or liabilities obligations under any Environmental Law with respect to Environmental Conditions existing at, or migrating from, the Xxxxxx Facility on or prior to the Closing Date (the "Xxxxxx Environmental Conditions "); (f) any liability, debt or obligation arising out of Seller for the injury to or death of persons any individual or damage to or destruction of property (including any workmen’s compensation claim) that occurs property, whether based on negligence, breach of warranty, strict liability or any other legal or equitable theory arising from defects in products manufactured or sold by or on behalf of the Seller prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofClosing; (g) any liability under any federal liabilities relating to (i) worker compensation claims or state civil rights laws resulting from termination (ii) other employment related claims for personal injury; in each case to the extent relating solely to the conduct of employment of Seller’s employees;the Business prior to the Closing; and (h) any liabilities for medical or other employee benefits for claims incurred set forth on or prior to the Closing Date; (iSchedule 1.4(h) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Disclosure Schedules.

Retained Liabilities. The Purchaser does not assumeNotwithstanding anything to the contrary in this Agreement, and regardless of whether such Liability is disclosed in this Agreement or any Ancillary Agreement or on any schedule or exhibit hereto or thereto, Sellers shall not retain and be responsible for, any of the following liabilities or obligations of the Seller for all Liabilities that are not specifically identified in Section 1.04 as Assumed Liabilities (collectively, collectively the “Retained Liabilities”):), including all Liabilities of Sellers to the extent arising out of or relating to: (a) expenses of the Seller payable to third parties arising in connection with Excluded Assets; (b) the Seller’s executionExcluded Taxes; (c) the negotiation, delivery preparation, investigation and performance of this Agreement or any and the Ancillary Agreements and the Transactions, including fees and expenses of the transactions contemplated hereby (includingcounsel, without limitationaccountants, legal consultants, advisers and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyothers; (d) the Business and ownership of the Transferred Assets prior to the Closing, including any liabilities litigation, claim, assessment, action, suit, Proceeding, order, judgment, decree or investigation of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitieskind or nature initiated after the Closing Date with respect thereto; (e) the Transferred Contracts before the Closing, including (i) all accounts payable incurred or any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs invoices received prior to the Closing Date regardless (except such accounts payable incurred or invoiced pursuant to a Transferred Contract for services or products to be delivered to the Business following the Closing and which shall constitute Transferred Assets) and (ii) all Liabilities to the extent resulting from any breach, default or violation (or action or omission that with or without the passage of when said claim time or liability is assertedthe giving of notice or both would result in a breach, including default or violation) of any claim or liability for consequential or punitive damages in connection with Transferred Contract by Sellers prior to the foregoingClosing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofOriginal HCR PSA; (g) any liability under employee benefit plan program or arrangement sponsored or maintained by Sellers or their Affiliates on behalf of any federal or state civil rights laws resulting from termination employee, regardless of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or whether such Liabilities arise prior to or following the Closing Date; (h) the employment or service of any current or former employee of Sellers, including all Liabilities in respect of or relating to the failure to employ or engage, or termination of employment or service, of any current or former employee (e.g., all Liabilities for severance payments or benefits, gratuity payments, unpaid bonuses, commissions or similar incentive compensation, equity or equity-based compensation, unfunded or underfunded deferred compensation, underfunded pension liabilities, paid time off, and, in each case, the employer portion of any payroll, employment or similar Taxes due on the foregoing amounts); (i) any liability under COBRA and debt, loans or credit facilities of the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law;Business; and (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Reverse Merger.

Retained Liabilities. The Notwithstanding anything to the contrary set forth in this Agreement, Purchaser does shall not assume, or be deemed to have assumed, and the Sellers shall not be responsible forsolely and exclusively liable with respect to, any all Liabilities, other than the Assumed Liabilities, of Sellers and their Affiliates (the following liabilities or obligations of the Seller (collectively, the “"Retained Liabilities”):"), including the following: (a) expenses of all Liabilities to the Seller payable extent relating to third parties arising or incurred in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Retained Assets; (b) liabilities all indebtedness for borrowed money, capital leases or obligations guarantees or other support arrangements in respect of any of the foregoing of Sellers and their Affiliates, other than the indebtedness for Taxes that relate to borrowed money of the Purchased Assets for periods or portions thereof ending prior to Trust evidenced by the date of ClosingTrust Certificates; (c) any liability all Liabilities and obligations for Damages or related Taxes for which Sears is responsible pursuant to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyArticle VIII; (d) any liabilities except as otherwise provided in Section 6.16, all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesSellers and their Affiliates relating to the Business Employees or to the compensation and benefits of the Business Employees; (e) any claims against or liabilities all Liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior Sears and its Affiliates to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages extent arising in connection with their operations that are unrelated to the foregoingCredit Card Business or the Financial Products Business; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date all legal, accounting, brokerage and finder's fees, if any, or other fees and expenses incurred by Sellers in connection with this Agreement or following the sale consummation of the Purchased Assets pursuant to the provisions hereoftransactions contemplated hereby; (g) all Liabilities related to, associated with or arising out of any liability under any federal action, claim, suit or state civil rights laws resulting from termination judicial, arbitral or administrative proceeding with respect to the operation of employment of Seller’s employees; the Credit Card Business (hincluding relating to the Trust, the Securitization Interests or the Securitization Documents) any liabilities for medical or other employee benefits for claims incurred the Financial Products Business prior to the Closing Date, whether such action, claim, suit or proceeding is brought prior to, on or prior to after the Closing Date; (h) all Liabilities related to, associated with, or arising out of any breach or default, failure to perform and overcharges or under payments, in each case, arising under the Assumed Contracts prior to the Closing; (i) all Liabilities that result from an act, or failure to act, by the Sellers or any liability of their Affiliates prior to the Closing Date that relates to any claims by any Borrower, in each case net of any merchant charge-backs or other set-offs permissible under COBRA the operating rules and regulations of the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawCard Association in effect at such time; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans;all Pre-Closing Environmental Liabilities and Costs; and (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of Liabilities set forth on Schedule 2.5(k) (the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02"Other Retained Liabilities").

Retained Liabilities. The Purchaser does not assumeNotwithstanding any provision in this Agreement, Seller shall retain and shall not be responsible for, any of only for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”): (a) expenses all Liabilities of Seller and/or any Affiliate of Seller other than Assumed Liabilities, including all Liabilities related to the Seller payable Excluded Assets and all Liabilities under Assumed Contracts relating to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of period prior to the transactions contemplated hereby Closing Date (including, without limitation, legal and accounting feesincluding the Assumed Contracts set forth on Schedule 4.12(e)); (b) liabilities or obligations for Taxes that relate to all Liabilities of Seller and/or any of its Affiliates under the Purchased Assets for periods or portions thereof ending prior to the date of ClosingAncillary Agreements; (c) all Liabilities of Seller and/or any liability for of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Product, including, without limitation, any Liability to any equityholder of Seller or any Affiliate of Seller and including all Liabilities arising out of or related to indebtedness the litigation described on Schedule 4.6 of the Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyDisclosure Schedules; (d) any liabilities all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesto its suppliers for materials and services relating to the Product that were delivered or provided to Seller prior to Closing; (e) all Liabilities arising out of or relating to any claims against product liability, breach of warranty or liabilities of Seller similar claim for injury to any Person or death property that resulted from the use or misuse of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Product prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant otherwise relates to the provisions hereof; Product sold (gincluding any Proceeding relating to any such Liabilities) prior to the Closing Date, which, in the case of any liability under split lots of Product, shall be determined based on the percentage of any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or such lot sold prior to the Closing Date; (if) any liability Liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans employee benefits or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivearrangements; and (mg) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant all Liabilities for Taxes relating to the provisions of Purchased Assets or the Product with respect to a Pre-Closing Tax Period, including those allocated in accordance with Section 2.0211.8(b).

Retained Liabilities. The Purchaser does not assumeExcept for the Assumed Liabilities and notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, and Buyer shall not assume or in any way be liable or responsible forfor any liabilities, expenses, commitments, obligations, or debts of any of type or nature, known or unknown, contingent or otherwise, whether or not related to the following liabilities Business or obligations of the Seller Purchased Assets (collectively, the “Retained Liabilities”):), including: (a) expenses any Environmental Liabilities arising out of or related to the operation of Seller payable to third parties arising in connection with and the Seller’s executionBusiness, delivery and performance of this Agreement or any of the transactions contemplated hereby (includingconditions, without limitationevents, legal and accounting fees)facts, or circumstances, first occurring before Effective Time; (b) liabilities or obligations for Taxes that relate to each trade account payable of the Purchased Assets for periods or portions thereof ending prior to Business incurred before the date of ClosingEffective Time; (c) any liability for or related obligation under any Employee Plan or relating to indebtedness payroll (other than accrued and unpaid salaries of Seller to banksTransferred Employees), financial institutions vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other persons employee plans or entities benefits of any kind or under any other employment, severance, retention, or termination agreement with respect to borrowed moneyany current or former employee of Seller; (d) all liabilities for Taxes of any liabilities of Seller under any leaseskind (whether or not accrued, contractsassessed, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesor currently due and payable); (e) any claims against liability or liabilities obligation of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior distribute to the Closing Date regardless Shareholders or otherwise to apply all or any part of when said claim the consideration received under or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingpursuant to this Agreement; (f) any liabilities liability or obligation arising out of Seller to pay severance benefits to employees any Indebtedness of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofSeller; (g) any liability under or obligation which is based on any federal act or state civil rights laws resulting from termination omission of employment of Seller’s employeesSeller or any Shareholder occurring on, before, or after the Effective Time; (h) any liabilities for medical liability or other employee benefits for obligation relating to or arising out of any violations of any Laws or any claims incurred on or Proceedings in each case to the extent they are incurred, associated with or relate to any period prior to the Closing Date;Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Effective Time, including any product liability claim or other tort claim of any nature; and (i) any other liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees obligation of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) or any liabilities Shareholder including any liability directly or indirectly arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments relating to Seller’s employees which are owed by reason the operation of the sale Business or ownership of the Purchased AssetsAssets before the Effective Time whether contingent or otherwise, and any liabilities for salariesfixed or absolute, wagesknown or unknown, bonusesmatured or unmatured, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of present, future, or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02otherwise.

Retained Liabilities. The Purchaser does Notwithstanding anything contained in this Agreement to the contrary, KIAC shall not assumeassume or agree to pay, satisfy, discharge or perform, or take or agree to take any of the Purchased Assets, the Miramar Leasehold, or the Consigned Inventory subject to (and shall not be responsible fordeemed by virtue of the execution and delivery of this Agreement or any document delivered to KIAC at the Closing pursuant hereto, or as a result of the consummation of the transactions contemplated hereby, to have assumed, or to have agreed to assume, pay, satisfy, discharge or perform, or take, or to have agreed to take, any of the following liabilities Purchased Assets, the Miramar Leasehold or obligations the Consigned Inventory subject to) any of the Seller (collectively, the “Retained Liabilities”, including (but not limited to): (a) expenses of the Seller payable any Retained Liabilities that relate to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby Purchased Assets, the Miramar Leasehold or (including, without limitation, legal and accounting fees)except as otherwise expressly provided in this Agreement) any of the Consigned Inventory; (b) any obligations or liabilities of any Seller or obligations for any predecessor(s) or Affiliate(s) of any Seller relating to Taxes that relate with respect to the Purchased Assets Assets, the Miramar Facility, the Miramar Leasehold or (except as otherwise expressly provided herein) the Consigned Inventory for periods any period, or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banksportion thereof, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (mc) without limitation any obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from, or attributable to, the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed transactions contemplated by Purchaser pursuant to the provisions of Section 2.02this Agreement.

Retained Liabilities. The Notwithstanding any provision of this Agreement to the contrary, except for the Assumed Liabilities, Purchaser does not assume, and its Affiliates shall not be responsible forassume any Liabilities of, or arising as a result of or with respect to actions or omissions of, Seller or any of its Affiliates (whether arising before or after the following liabilities or obligations of the Seller Closing) (collectively, the “Retained Liabilities”):). The Retained Liabilities include the following: (a) expenses Except as provided in Article XII, Liabilities arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy or arrangement of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of its Affiliates and Liabilities with respect to current or former employees, or current or former agents or independent contractors, of Seller or any of its Affiliates or any its or their predecessors, or any of their beneficiaries, heirs and assigns, in each case whether arising before or after the transactions contemplated hereby Closing; (b) Off-Site Environmental Liabilities; (c) Liabilities arising or resulting from the distribution, sale or use (whether or not intended) of products manufactured or sold by Seller or any of its Affiliates prior to the Closing (regardless of whether the particular Liability occurs prior to or following the Closing), including, without limitation, legal and accounting fees); (b) liabilities Liabilities constituting or obligations for Taxes that relate arising out of death, personal injury, other injury to the Purchased Assets for periods natural persons, property or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyconsumer fraud; (d) any liabilities Liabilities of Seller under and its Affiliates for Taxes, except to the extent provided in Section 13.1 and excluding, for the avoidance of doubt, any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesTaxes imposed on Purchaser attributable to its operation of the Business from and after the Closing; (e) any claims against Except as provided in Section 1.3(c), Liabilities arising out of, in connection with or liabilities as a result of Seller for injury to the operation of the Business, Acquired Assets or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs Owned Real Property prior to the Closing Date regardless of when said claim (including the matters set forth on Schedule 3.7 and all Actions relating thereto or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing;arising therefrom); and (f) any liabilities of Liabilities to Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02its Affiliates.

Retained Liabilities. The Purchaser does not assumeSubject to Section 2.3 of this Agreement, and the Buyer shall not be not, by virtue of their acquisition of the Purchased Assets or otherwise, assume or become responsible forfor any Liabilities of the Sellers or any Affiliate of the Sellers, or any of the following liabilities or obligations Businesses, of any kind and nature that are not expressly included within the Seller definition of Assumed Liabilities (collectively, the “Retained Liabilities”), including but not limited to the following (but subject to Section 2.3 of this Agreement): (a) expenses of Liabilities for accounts payable, or trade indebtedness, indebtedness to banks and other financial institutions (including the Seller payable Wachovia Loan), or to third parties arising in connection with the Seller’s executionshareholders, delivery and performance of this Agreement members or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Affiliates; (b) liabilities Liabilities in respect of any employee for any wages, salary, vacation pay, sick leave pay or obligations pay for time not worked, back pay, severance or termination pay or other compensation, Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for arising in connection with or related to indebtedness of Seller to banksany Employee Benefit Plan, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leasesif any, contractsincluding, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior pursuant to the Closing Date regardless Consolidated Omnibus Budget Reconciliation Act of when said claim or liability is asserted1985, including any claim or liability as amended (“COBRA”). The Sellers shall be responsible for consequential or punitive damages providing notices and continuation coverage as required by COBRA to all employees and other individuals who provide services to the Sellers in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Businesses, their eligible dependents and all other qualified beneficiaries, who have or had a COBRA qualifying event prior to the Closing Date or in connection with the transactions contemplated by this Agreement; (c) Liabilities relating to Taxes; (d) except to the extent arising from or following relating to any actions or conditions which first occur or exist on or after the sale Closing Date with respect to the Buyer’s operation of the Purchased Assets pursuant Branches, all Liabilities of the Sellers relating to any condition with respect to contamination of air, soil, surface or ground waters, and all other environmental media at any real property ever owned, leased or operated by any of the Sellers, including any of the Branches; (e) Liabilities relating to personal injury or property damage arising prior to the provisions hereofClosing Date or relating to goods and services sold prior to the Closing Date and alleged by third parties to be defective, including but not limited to all tort claims and claims seeking special or consequential damages attributable to allegedly defective goods, materials or services supplied by the Sellers; (f) Liabilities relating to any of the matters identified on either of Schedule 5.14 or Schedule 5.15; (g) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any liability under breach of any federal Assumed Contract or state civil rights laws resulting from termination of employment of Seller’s employeesUnexpired Lease occurring before the Closing Date; (h) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any liabilities for medical breach of warranty, infringement or other employee benefits for claims incurred on or prior to violation of applicable Requirement of Law occurring before the Closing Date; (i) Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any liability event or condition occurring or existing on or before the Closing Date which through the passage of time or the giving of notice or both would constitute a breach or default by the Sellers under COBRA and the regulations thereunder with respect to health/medical coverage of current any Assumed Contract or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawUnexpired Lease; (j) any liabilities other Liabilities of the Sellers or Liabilities arising out of the operations of the Businesses or in connection with the Purchased Assets before the Closing Date by the Sellers, including for any civil or criminal damages or penalties (including punitive and exemplary damages allowed by law and interest), imposed on or sought to be imposed on the Sellers or the Buyer or any of Seller’s retirement plans the officers, directors, members or employee benefit plans;stockholders of the Buyer, on account of any tortious, fraudulent, criminal or other act of the Sellers or any of their respective officers, directors, members or stockholders; and (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, All common area maintenance and other compensation which are owed adjustments under the Assumed Leases for the period prior to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without . Without limitation by the specific enumeration of to the foregoing, the intent and objective of the Sellers and the Buyer are that, except for the Assumed Liabilities, the Buyer shall not assume, and no transferee or successor liability of any liabilities of Seller not expressly assumed by Purchaser pursuant kind and nature shall attach to the provisions Buyer pertaining to, any of Section 2.02the Retained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility of and paid by the Sellers.

Retained Liabilities. The Purchaser does Except as specifically provided in -------------------- Section 2.1, Seller shall retain, and Buyer shall not assume, and shall not or be responsible foror liable with respect to, any of the following liabilities or obligations of Seller, whether or not relating to the Seller Business, whether fixed, contingent or otherwise, and whether known or unknown (collectivelycollectively referred to hereinafter as the "Retained Liabilities"). The Retained Liabilities shall also specifically include, solely for purposes of further specificity and not in limitation thereof, the “Retained Liabilities”):following: (a) expenses any claim relating to products warranty or liability with respect to any product of the Seller payable to third parties arising in connection with the Seller’s executionBusiness manufactured, delivery and performance of this Agreement or any of service performed by Seller, before the transactions contemplated hereby (including, without limitation, legal and accounting fees)Closing Date; (bi) liabilities any liability arising from Seller's actions or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending conduct prior to the date Closing Date relating to the terms and conditions of Closingemployment of any employee, and (ii) any violations of federal, state or local laws or regulations relating to employment or labor relations; (c) any liability for income, franchise or related to indebtedness of Seller to banks, financial institutions or other persons or entities similar tax due with respect to borrowed moneythe Seller; (d) any liabilities of Seller under any leasesor claims with respect to the Business related to injuries to, contractsor the death of, insurance policiespersons, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property occurring before the Closing Date; (including any workmen’s compensation claime) that occurs (i) claims, suits or proceedings arising prior to the Closing Date regardless under the Occupational Safety and Health Act of when said claim 1970 or liability is assertedany similar state or local laws, including or amendments thereto, and any claim regulations promulgated thereunder (collectively, "OSHA laws and regulations"), and (ii) any conditions existing prior to the Closing Date which result in any material claims, suits or liability for consequential or punitive damages in connection with the foregoingproceedings under OSHA laws and regulations; (f) any liabilities of Seller to pay severance medical, dental, disability income, life insurance, accidental death benefits to employees of Seller employed at in the Business whose employment is terminated and similar coverages for claims incurred prior to the Closing Date or in connection Date, which liabilities arise by virtue of any employment relationship with or following the sale of the Purchased Assets pursuant Seller prior to the provisions hereofClosing Date; (g) claims for commissions or incentive bonuses to the extent asserted to have been earned or accrued prior to the Closing Date, which liabilities arise by virtue of any liability under any federal employment or state civil rights laws resulting from termination of employment of Seller’s employeesconsulting relationship with Seller prior to the Closing Date; (h) Seller's performance under or compliance with any liabilities for medical or other employee benefits for claims incurred on or permits relating to the Business to which Seller was a party prior to the Closing Date; (i) any Any liability under COBRA and or obligation arising from Seller's breach of, or default under, the regulations thereunder with respect Contracts occurring prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law;the Closing Date; and (j) any liabilities arising out of all liabilities, obligations, covenants and performance under contracts and leases, whether or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased not included as Acquired Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed unless Buyer has specifically agreed in writing to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02assume such obligations.

Retained Liabilities. The Purchaser does not Notwithstanding anything to the contrary contained in this Agreement, each of the Equityholders hereby agree jointly and severally to retain, and do hereby assume, and shall not be responsible for, any certain Liabilities of the following liabilities or obligations of the Seller SELLER (collectively, the “Retained Liabilities”):). The Retained Liabilities shall include, without limitation, the following: (a) expenses any Liability of SELLER for expenses, Taxes or fees incident to or arising out of the Seller payable to third parties arising in connection with the Seller’s executionnegotiation, delivery and performance preparation, approval or authorization of this Agreement Agreement, the other Documents or any the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including, without limitation, legal including all attorneys,’ accountants’ and accounting feesbrokerage fees and any other professional service fees incurred by or imposed upon such SELLER); (b) liabilities any Liability of SELLER under any agreement, contract, commitment, document, license or obligations for Taxes lease not listed on Section 1.3 below and any Liability of SELLER under any Contract or Permit arising out of a breach or alleged breach thereof that relate to the Purchased Assets for periods occurred as of or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness Liability of Seller to banks, financial institutions or other persons or entities SELLER with respect to borrowed money; (d) any liabilities of Seller under Taxes for any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against period or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred part thereof ending on or prior to the Closing Date, including any Liability for unpaid taxes of any Person as a transferee, successor by contract or otherwise; (d) any Liability of SELLER (i) arising by reason of any liability under COBRA and violation or alleged violation of, or Liability under, any Law or any requirement of any Governmental Authority, or (ii) arising by reason of any breach or alleged breach by SELLER or Equityholder of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, to the regulations thereunder with respect extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to health/medical coverage of current the Closing, notwithstanding that the date on which any action or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawclaims is commenced or made is after the Closing; (je) any liabilities Liability of SELLER arising under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), except to the extent, and in the proportion, that the facts, or circumstances underlying any such Liability are first created by the operation of the Business after the Closing Date, notwithstanding that the date on which any action or claim is commenced or made is after the Closing. (f) any Liability of such SELLER for a warranty claim for any service provided by SELLER on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of SELLER, any Equityholder or SELLER’ employees or agents; (g) any Liability of SELLER relating to any legal action or Proceeding arising out of or in connection with the conduct of SELLER or the Business prior to the Closing or any other conduct of Seller’s retirement plans SELLER or their respective officers, directors, managers, members, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; specifically, any liability related to or arising out of the litigation pending in the Gulf Coast matter. (h) any Liability of SELLER for bonuses or like payments to the Equityholders or any Affiliate thereof or any employees of SELLER (whether pursuant to a written agreement or an oral arrangement) for the period ending on or prior to the Closing, including, without limitation, any profit based compensation owed to any officer, manager or other employee benefit plansof SELLER (whether pursuant to a written agreement or an oral arrangement); (i) Any Liability of SELLER for post-Closing claims and invoice credits based on events that transpired prior to or on the Closing; (j) Any Liability of SELLER to any former stockholder of SELLER; and (k) any bonus or Any other compensation payments to Seller’s employees which are owed by reason Liability of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities SELLER not expressly listed in this Section 1.2 arising out of transactions entered into at or in connection with prior to the Closing, or from any violation by Seller, of any applicable statute action or governmental rule, regulation inaction at or directive; and (m) without limitation by prior to the specific enumeration of the foregoingClosing, any liabilities of Seller not expressly assumed by Purchaser pursuant damage, accident, injury or death occurring prior to the provisions Closing or from any state of Section 2.02facts existing at or prior to the Closing, regardless of when asserted; and The Equityholders hereby acknowledge that they are, jointly and severally liable, retaining the Retained Liabilities, and the Equityholders shall pay, discharge and perform all such Retained Liabilities promptly when due.

Retained Liabilities. The Except for the Assumed Liabilities, Purchaser does shall not assumeassume any Liability of Seller of any kind, and Seller shall not be responsible forfor the timely payment, any performance and satisfaction of all of Seller’s Liabilities relating to or occurring or existing in connection with, or arising out of, the ownership of the following liabilities or obligations Acquired Assets and the operation of the Seller Business prior to the Closing Date (collectively, the “Retained Liabilities”):), including without limitation: (a) expenses of the all Liabilities relating to any warranty claims for work or services furnished, performed or provided by Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (ib) all Liabilities owed or owing pursuant to any liability under COBRA and employment agreements, whether written or oral, between the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawBusiness Employees of the Seller, including without limitation the employment agreements described in Schedule 2.4(c); (jc) all Liabilities arising from or relating to any liabilities arising out of Benefit Plans occurring on or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through before the Closing Date; (ld) all Liabilities, whether or not pending as of the Closing Date relating to any liabilities Proceedings of any nature with respect to the Acquired Assets or the Business for acts or omissions occurring on or before the Closing Date; (e) all Liabilities related to the Business Employees, not including, for the avoidance of doubt, such Business Employees’ accrued vacation or other paid time off; (f) all Liabilities relating to, or occurring or existing in connection with, or arising out of, the ownership and operation of the Excluded Assets, whether before, on or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveafter the Closing Date; and (mg) without limitation by the specific enumeration any repayments or reimbursements owed to any customers of the foregoingBusiness for work or services provided or performed, any liabilities of Seller not expressly assumed by Purchaser pursuant excluding early payment discounts, or overpayments made to Seller, to the provisions extent not offset by costs in excess of Section 2.02xxxxxxxx, prior to the Closing Date.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any provision in this Agreement, Seller shall retain and shall not be responsible for, any of only for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”):): ​ (a) expenses all Liabilities of Seller and/or any Affiliate of Seller other than Assumed Liabilities, including all Liabilities related to the Excluded Assets and all Liabilities under Assumed Contracts relating to the period prior to the Closing Date (including the Assumed Contracts set forth on Schedule 4.12(e)); ​ (b) all Liabilities of Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or and/or any of its Affiliates under the transactions contemplated hereby Ancillary Agreements; ​ (c) all Liabilities of Seller and/or any of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Product, including, without limitation, legal any Liability to any equityholder of Seller or any Affiliate of Seller and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date including all Liabilities arising out of Closing; (c) any liability for or related to indebtedness the litigation described on Schedule 4.6 of the Seller to banks, financial institutions or other persons or entities with respect to borrowed money;Disclosure Schedules; ​ (d) any liabilities all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities;to its suppliers for materials and services relating to the Product that were delivered or provided to Seller prior to Closing; ​ (e) all Liabilities arising out of or relating to any claims against product liability, breach of warranty or liabilities of Seller similar claim for injury to any Person or death property that resulted from the use or misuse of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Product prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant otherwise relates to the provisions hereof; Product sold (gincluding any Proceeding relating to any such Liabilities) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) , which, in the case of any liability under COBRA and split lots of Product, shall be determined based on the regulations thereunder with respect percentage of any such lot sold prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date;; ​ (lf) any liabilities arising out Liability under Seller’s employee benefits or compensation arrangements; ​ (g) all Liabilities for branded prescription drug fees occurring prior to January 1, 2017, it being understood and agreed, for the avoidance of or in connection with any violation by Sellerdoubt, that Seller will report ownership of any applicable statute or governmental rule, regulation or directiveProduct NDCs on IRS Form 8947 for all periods up to and including the 2016 reporting year (due November 2017); and (mh) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant all Liabilities for Taxes relating to the provisions of Purchased Assets or the Product with respect to a Pre-Closing Tax Period, including those allocated in accordance with Section 2.02.11.8(b); and

Retained Liabilities. The Purchaser does Notwithstanding anything contained in this Agreement to the contrary and regardless of whether such Liability is disclosed herein or on any schedule or exhibit hereto, except for the Assumed Liabilities, Buyer will not assumeassume or be liable for any liabilities of Seller or any other Person, regardless of whether relating to the Digitran Business or the Purchased Assets, and shall not be responsible forin each case, any of the following liabilities whether known or obligations of the Seller unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the “Retained Liabilities”):). Seller shall retain and shall be responsible for paying and satisfying the Retained Liabilities including, but not limited to, the following: (a) expenses all Liabilities arising out of the Seller payable Contracts to third parties arising be transferred to Buyer as set forth in connection with Section 2.1(g) which are not assigned to the Seller’s executionBuyer because necessary consents to such assignment have not been obtained; provided, delivery however, that Buyer shall be responsible for paying and performance satisfying all such Liabilities to the extent that Buyer has received the benefit of this Agreement or any such Contracts notwithstanding such lack of the transactions contemplated hereby (including, without limitation, legal and accounting fees)assignment; (b) liabilities or any Liability of Seller arising out of a breach of its obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingunder this Agreement; (c) subject to Section 2.3(b), any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or Liabilities in connection with or following the sale relating to actions, suits, judgments, litigation, assessments, proceedings, investigations or claims relating to periods and arising out of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or events occurring prior to the Closing Date; (d) all Liabilities which are (i) related to the operation of the Digitran Business by Seller prior to the Closing or (ii) accrued in accordance with GAAP prior to the Closing with respect to (x) the Contracts or (y) an occurrence related to the Digitran Business which occurred prior to the Closing; (e) all Liabilities of Seller arising out of or in connection with employment related claims for benefits of any kind by the employees of the Digitran Business arising out of any occurrence prior to the Closing including, but not limited to, (i) any liability under COBRA earned account, vacation, holiday pay or any other fringe benefits provided by Seller to such employees, (ii) any health, disability, bonuses, compensation or life insurance coverage or medical benefits provided by Seller to such employees, (iii) any severance pay or other termination benefits due from Seller to such employees and the regulations thereunder with respect to health/medical coverage of current or former employees (iv) obligations of Seller set forth in Section 7.5; (f) any Liabilities caused by any Product shipped by Seller or XCEL Japan in the operation of the Digitran Business prior to the Closing, including, but not limited to, Liabilities for death, bodily injury or property damage, and their dependents who elect coverage under COBRA as required by any Liability for recalls of any Products produced, sold or distributed prior to the Closing; (g) all Liabilities of any unfunded vested benefit liability to any Multi-Employer Pension Plan to which Seller made contributions; (h) any Liability related to any Benefit Plan of Seller; (i) any Liability arising out of the failure to comply with any applicable bulk transfer law; (j) any liabilities arising out Environmental Health and Safety Liabilities related to the operation of or in connection with any of Seller’s retirement plans or employee benefit plansthe Digitran Business by Seller prior to the Closing; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing DatePotential AQMD Permit Liability; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivethe Potential Sierra Circuits Liability; (m) the Potential Clean Room Liability; (n) the Potential BKK Environmental Liability; and (mo) without limitation by the specific enumeration of the foregoing, any liabilities all other Liabilities of Seller not expressly assumed by Purchaser pursuant relating to the provisions of Section 2.02Digitran Business not included in the Assumed Liabilities.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assumeassume or agree to pay, satisfy, discharge, or perform, and shall will not be responsible fordeemed 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 following Assumed Liabilities. Seller will retain and pay, satisfy, discharge, and perform in accordance with the terms thereof, all liabilities or and obligations of other than the Assumed Liabilities to the extent specifically provided in Section 2.1, including those set forth below (such liabilities and obligations retained by Seller (collectively, being referred to herein as the “"Retained Liabilities”"): (a) expenses all liabilities or obligations of Seller or any predecessor or Affiliate thereof which relate to any of the Excluded Assets; (b) all liabilities or obligations of Seller payable or any predecessor or Affiliate thereof for or relating to third parties Taxes, whether relating to or arising out of the Business, the Purchased Assets or otherwise, fixed or contingent, disclosed or undisclosed, and with respect to any Transfer Tax (as hereinafter defined) arising from or in connection with the Seller’s executiontransfer or the sale of the Business, delivery and performance Purchased Assets or the Assumed Liabilities; (c) all liabilities or obligations of Seller arising out of or relating to this Agreement or any of the transactions contemplated hereby (includingincluding any prior efforts to sell or otherwise dispose of the Purchased Assets or the Business or any portion thereof), without limitation, legal and accounting fees); (b) all liabilities or obligations for Taxes that relate to any legal, accounting, investment banking, brokerage, or similar fees or expenses incurred by Seller in connection with, resulting from, or attributable to, the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneytransactions contemplated by this Agreement; (d) subject to Section 2.1(d), all liabilities or obligations for any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesindebtedness for borrowed money incurred with respect to the Business prior to the Closing Date; (e) any claims against or all liabilities and obligations of Seller for injury or any predecessor or Affiliate of Seller resulting from, caused by, or arising out of, directly or indirectly, the conduct of the Business or ownership or lease of any of the Purchased Assets or any properties or assets previously used in the Business at any time prior to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to on the Closing Date regardless as constitute, may constitute, or are alleged to constitute a tort, breach of when said claim contract, or violation or requirement of any Law of any Governmental Entity, or which relate to, result in, or arise out of, the existence or imposition of any liability is assertedor obligation to remediate or contribute or otherwise pay any amount under or in respect of any environmental, including any claim superfund, or liability for consequential other environmental cleanup or punitive damages in connection with the foregoingremedial Laws, occupational safety and health Laws, or other Laws; (f) all claims for severance, other employee benefits (including benefits mandated by Law), or other compensation or damages by or on behalf of any liabilities employees (present or former), agents, or independent contractors of Seller to pay severance benefits to or by or on behalf of any Governmental Entity in respect of employees (present or former), agents, or independent contractors of Seller employed at in the Business whose involving any alleged employment is terminated prior to the Closing Date loss, violation of any Law, or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment actually or constructively (by operation of Seller’s employees; Law or pre-existing contract, including any liability for severance), all liabilities and obligations of Seller or any predecessor or Affiliate of Seller with respect to employees (h) present or former), agents, or independent contractors of Seller under any Employee Benefit Plan, or in respect of payments for unemployment compensation or unemployment insurance, all liabilities for medical and obligations with respect to physical, mental, or other employee benefits for claims incurred health conditions of employees (present or former), agents, or independent contractors of Seller existing prior to or at the Closing and all other obligations in respect of employees (present or former), agents, or independent contractors of Seller relating to periods of employment ending on or prior to the Closing Date; (ig) all liabilities and obligations of Seller to any liability under COBRA of the Nvision Companies; (h) all liabilities and the regulations thereunder obligations with respect to health/medical coverage any and all accrued and unpaid California sales tax, and any interest and penalty payments thereon, owed by Seller to the appropriate taxing authority in the State of current California; (i) all liabilities and obligations relating to vehicles owned or former employees of Seller and their dependents who elect coverage under COBRA as required leased by applicable law;Seller; and (j) any all liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assetsand obligations for finder's, and any liabilities for salaries, wages, bonuses, broker's and other compensation which are owed to employees fees and expenses of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Broadview.

Retained Liabilities. The Purchaser Notwithstanding any provision of this Agreement to the contrary, the Company only assumes the Contributed Liabilities and does not assumeassume any other liability or obligation of Xxxxxx (or of any predecessor owner of all or part of the Business or the Contributed Assets) of whatever nature, whether presently in existence or arising hereafter, and shall not be responsible for, any of the following all such other liabilities or and obligations are retained by and remain liabilities and obligations of the Seller Xxxxxx (collectively, the “Retained Liabilities”):). For avoidance of doubt, the Retained Liabilities include the following: (a) expenses any debts, claims, liabilities or obligations relating to or arising out of the Seller payable Business or the Contributed Assets prior to third parties the Closing, including any actions, disputes, proceeding or investigations arising in connection with from events occurring prior to the Seller’s executionClosing, delivery and performance of this Agreement or any of other than those set forth on the transactions contemplated hereby (including, without limitation, legal and accounting fees)Closing Xxxxxx Balance Sheet; (b) all debts, claims, liabilities or obligations for Taxes that relate to the Purchased Assets for periods any Tax arising from or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities the Contributed Assets or the operations or conduct of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (ic) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current all debts, claims, liabilities or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities obligations specifically arising out of or in connection with relating to any of Seller’s retirement plans the Retained Assets, including all debts, claims, liabilities and obligations under the Excluded Contracts or employee benefit plansarising out of the termination of or failure to renew any Excluded Contracts; (kd) all debts, claims, liabilities or obligations of Xxxxxx to any of its employees, officers or directors, including (i) any bonus such liabilities under employment agreements or arrangements between Xxxxxx and any such Person, except to the extent such agreement or arrangement is a Contributed Contract set forth on Schedule 1.1C, and (ii) any such liabilities relating to the cessation of employment of any such Persons with Xxxxxx or any such Persons becoming Transferred Employees pursuant to Section 6.2, in each case, other compensation payments than debts, claims, liabilities or obligations related to Seller’s employees which are owed by reason accrued but unpaid vacation and sick leave of the sale Transferred Employees as of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (le) any all debts, claims, liabilities or obligations arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveContracts other than the Contributed Liabilities; and (mf) without limitation by all indebtedness, trade accounts payable and other payables of Xxxxxx, other than those set forth on the specific enumeration Closing Xxxxxx Balance Sheet, including those of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant Business arising prior to the provisions of Section 2.02Closing.

Retained Liabilities. The Purchaser does not assume, and term “Retained Liabilities” shall not be responsible for, any of the following mean all liabilities or obligations of the Seller (collectivelynot expressly assumed by the Buyer and shall include, but not be limited to, the “Retained Liabilities”): following: (ai) expenses any liability or obligation of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (Transactions, including, without limitation, legal attorneys’, accountants’, investment bankers’ and accounting fees); (b) liabilities or obligations for Taxes that relate consultants’ fees and expenses pertaining to the Purchased Assets performance by Seller of its or his respective obligations hereunder, (ii) except as provided in Section 8.4 hereof, any liability or obligation of Seller for Taxes, whether relating to periods before or portions thereof ending prior to after the date of Closing; Closing Date, or whether incurred by the Seller in connection with this Agreement, the Transactions or the Business, (ciii) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities obligation of Seller under any leasesguarantee or any agreement to provide indemnification to any other Person, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (eiv) any claims against liability or liabilities obligation of Seller for injury management or executive bonuses or arising from or relating to or death of persons or damage to or destruction of property any Employment-Related Agreement, (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (fv) any liability or obligation to any shareholder or former shareholder of the Seller, (vi) indebtedness and all other obligations and liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date any bank or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; other lender (g“Bank Debt”), (vii) any liability under any federal or state civil rights laws resulting obligation arising from termination of employment acts or omissions of Seller’s , directors, shareholders, representatives, sales agents or employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior , except to the Closing Date; extent such liability or obligation is an Assumed Liability, (iviii) any liability or obligation for services rendered, except to the extent such liability or obligation is an Assumed Liability, (ix) any liability or obligation of Seller under COBRA and the regulations thereunder or with respect to health/medical coverage of current any lease, contract, arrangement or former employees commitment, except to the extent such liability or obligation is an Assumed Liability, (x) any liability or obligation of Seller and their dependents who elect coverage under COBRA arising as required by applicable law; a result of or out of any claim, any legal or equitable action, proceeding or investigation pertaining to or relating in any way to Seller initiated at any time, whether or not described in any Schedule hereto, (jxi) any liabilities liability or obligation to pay for any products, goods, raw materials or services delivered or provided to Seller, except to the extent such liability or obligation is an Assumed Liability, or (xii) any liability or obligation of Seller arising out of or in connection resulting from non-compliance with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Environmental Protection Laws.

Retained Liabilities. The Purchaser does not assumeWithout limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and shall pay, perform, fulfill, and shall not be responsible fordischarge any and all liabilities, Losses, duties or obligations, known or unknown relating to any of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses of the any Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Taxes; (b) liabilities any matters required to be borne, paid or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingretained by Seller under Section 2.3; (c) any liability for intercompany Losses or related to indebtedness liabilities between Seller and any of Seller to banks, financial institutions or its Affiliates other persons or entities with respect to borrowed moneythan Property Expenses; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against Seller’s or its Affiliates’ responsibilities or liabilities under ERISA or the Code applicable to their respective employees, and any obligations or liabilities owed to, or arising out of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) employment or service provider relationships with any liabilities for medical of their employees or other employee benefits for claims incurred on service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, to the extent attributable to events that occurred prior to the Closing Date; (e) all liabilities and obligations arising from the litigation identified on Schedule 6.7 (or that should have been set forth on Schedule 6.7 in order for Seller’s representation in Section 6.7 to be true and correct at and as of the Execution Date and the Closing Date); (f) any personal injury or death occurring on, attributable to, or arising out of, the ownership of the Assets prior to the Closing Date (except for any personal injury or death attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a)); (g) the Fraud, gross negligence or willful misconduct of Seller Group in connection with the ownership of the Assets prior to Closing; (h) the disposal or transportation of any Hazardous Substances by or on behalf of Seller by the Seller or any Affiliate thereof from any location that is on or within any of the Assets to any location that is not on or within any of the Assets in connection with Seller’s ownership of such Assets prior to Closing; (i) any liability under COBRA and penalties or fines imposed by a Governmental Authority levied at any time against Seller or imposed or assessed at any time related to, arising out of, or based on Seller’s ownership of the regulations thereunder with respect Assets prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawthe Closing; (j) any Excluded Assets (including the ownership or operations thereof); and (k) all liabilities and obligations arising out from any payment, nonpayment, mis-calculation or mispayment by or on behalf of Seller or any of its Affiliates (including any third Person payor remitting amounts on behalf of Seller or any of its Affiliates) of any Burdens with respect to the Assets in connection with any of Seller’s retirement plans Third-Party Claim or employee benefit plans; (k) otherwise, in each case, attributable to periods prior to the Effective Time; By retaining any bonus liabilities or other compensation payments obligations in this Section 14.2, Seller and Buyer do not intend to Seller’s employees which are owed by reason of the sale of the Purchased Assetsadmit, and any liabilities for salaries, wages, bonuses, and other compensation which are owed shall not be deemed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoinghave admitted, any liabilities of Seller not expressly assumed by Purchaser pursuant liability to the provisions of Section 2.02any third Person.

Retained Liabilities. The Purchaser Notwithstanding any provision of this Agreement to the contrary, the Company only assumes the Contributed Liabilities and does not assumeassume any other liability or obligation of Xxxxxx (or of any predecessor owner of all or part of the Business or the Contributed Assets) of whatever nature, whether presently in existence or arising hereafter, and shall not be responsible for, any of the following all such other liabilities or and obligations are retained by and remain liabilities and obligations of the Seller Xxxxxx (collectively, the “Retained Liabilities”):). For avoidance of doubt, the Retained Liabilities include the following: (a) expenses any debts, claims, liabilities or obligations relating to or arising out of the Seller payable Business or the Contributed Assets prior to third parties the Closing, including any actions, disputes, proceeding or investigations arising in connection with from events occurring prior to the Seller’s executionClosing, delivery and performance of this Agreement or any of other than those set forth on the transactions contemplated hereby (including, without limitation, legal and accounting fees)Closing Xxxxxx Balance Sheet; (b) all debts, claims, liabilities or obligations for Taxes that relate to the Purchased Assets for periods any Tax arising from or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities the Contributed Assets or the operations or conduct of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (ic) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current all debts, claims, liabilities or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities obligations specifically arising out of or in connection with relating to any of Seller’s retirement plans the Retained Assets, including all debts, claims, liabilities and obligations under the Excluded Contracts or employee benefit plansarising out of the termination of or failure to renew any Excluded Contracts; (kd) all debts, claims, liabilities or obligations of Xxxxxx to any of its employees, officers or directors, including (i) any bonus such liabilities under employment agreements or arrangements between Xxxxxx and any such Person, except to the extent such agreement or arrangement is a Contributed Contract set forth on Schedule 1.1C, and (ii) any such liabilities relating to the cessation of employment of any such Persons with Xxxxxx or any such Persons becoming Transferred Employees pursuant to Section 6.2, in each case, other compensation payments than debts, claims, liabilities or obligations related to Seller’s employees which are owed by reason accrued but unpaid vacation and sick leave of the sale Transferred Employees as of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (le) any all debts, claims, liabilities or obligations arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveContracts other than the Contributed Liabilities; and (mf) without limitation by all indebtedness, trade accounts payable and other payables of Xxxxxx , other than those set forth on the specific enumeration Closing Xxxxxx Balance Sheet, including those of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant Business arising prior to the provisions of Section 2.02Closing.

Retained Liabilities. The Purchaser does not assumeExcept as specifically set forth in Section 1.3, Seller retains all liabilities directly or indirectly arising out of or related to (i) the Retained Assets and shall not be responsible for, any (ii) the operation of the following Laboratory on and prior to the Closing Date, whether such liabilities are known or obligations unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Closing Date (the "Retained Liabilities"). Without limiting the generality of the preceding sentence, neither Buyer nor RCG shall assume or become liable for any obligations and liabilities of Seller (collectivelynot specifically described in Section 1.3, including without limitation, the “Retained Liabilities”):following: (a) expenses Any liability or obligation arising out of the any employee benefit plan maintained by or covering employees of Seller payable or to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement which Seller has made any contribution or to which Seller could be subject to any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)liability; (b) liabilities Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature related to, arising out of, or obligations for Taxes that relate to in connection with the Purchased Assets for periods Mississippi Bulk Transfer Act or portions thereof ending prior to the date of Closingany similar statute as enacted in any jurisdiction, domestic or foreign; (c) Any liability or obligation arising out of any liability for breach by Seller on or related prior to indebtedness the Closing Date of any provision of the Seller Agreements (as defined herein) or any other contract to banks, financial institutions or other persons or entities with respect to borrowed moneywhich Seller is a party; (d) any liabilities Any liability of Seller under with respect to any leasesclaim or cause of action, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim made or liability is asserted, including any claim which arises (i) out of or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities business and operations of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated on or prior to the Closing Date Closing, (ii) with respect to any product purchased or in connection with manufactured or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred service provided by Seller on or prior to the Closing Date; (i) , including without limitation, any liability under COBRA and the regulations thereunder or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by Seller or (B) imposed or asserted to be imposed by operation of law, in connection with respect to health/medical coverage of current any service performed or former employees product designed, manufactured, sold, or leased by or on behalf of Seller on or prior to the Closing Date, including without limitation, any claim related to any product delivered in connection with the performance of such service and their dependents who elect coverage under COBRA as required by applicable law; any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of product liability, or (jiii) any liabilities arising out of or in connection with the Laboratory and operations of Seller on or prior to the Closing Date under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of Seller’s retirement plans or employee benefit plansemployment; (ke) any bonus Any liability or other compensation payments obligation, arising prior to Seller’s employees which are owed by reason or as a result of the sale of the Purchased AssetsAcquisition, and to any liabilities for salariesemployee, wagesagent, bonuses, and other compensation which are owed to employees or independent contractor of Seller for services rendered through (excluding employees, agents or independent contractors of Buyer or RCG prior to the Closing), whether or not employed by Buyer or RCG after the Closing, or under any benefit arrangement with respect thereto; (f) Any liability of Seller existing on or prior to the Closing Date, including any liability related to any matter described on the Schedules hereto; (lg) Any liability or obligation for federal, state, county, local, foreign and other taxes, assessments, charges, fees, and impositions, including interest and penalties thereon or with respect thereto, whether disputed or not ("Taxes"), including any liabilities arising out or obligations of Seller relating to sales and use, transfer, documentary, income or other Taxes levied on the transfer of the Rights and Assets; (h) Any liability for any overbillings made by Seller or overpayments received by Seller relating to the Laboratory under any Medicare or other government or private payor arrangement in connection with any violation by Seller, respect of any applicable statute services provided on or governmental rule, regulation or directiveprior to the Closing Date; and (mi) without limitation by All wages, commissions, vacation, holiday and workers' compensation pay obligations of Seller with respect to its respective employees accrued through the specific enumeration Effective Date and all bonuses and fringe benefits as to such employees accrued through the Effective Date, and all severance pay obligations of Seller to employees resulting from Seller's consummation of the foregoing, any liabilities of Seller not expressly assumed transactions contemplated by Purchaser pursuant to the provisions of Section 2.02this Agreement.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1.5(a) hereof, Sellers will retain, and shall Buyer will not assume or be responsible foror 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 the conduct of the Sellers or associated with or arising from any of the following liabilities Acquired Assets, whether fixed or obligations of the Seller contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) expenses 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 any breach or default by any Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement (or any of its Affiliates) under any Assumed Contract that occurs prior to the transactions contemplated hereby Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Sellers 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 Sellers or any Affiliate of Sellers for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Sellers or any Affiliate of Sellers (including, without limitation, legal any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and accounting fees)any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Sellers or any Affiliate of 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 Effective Time; (bvi) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of ClosingSellers’ deferred sales commissions; (cvii) any liability for Liabilities of Sellers, based in whole or related to indebtedness in part on violations of Seller to banks, financial institutions Law or other persons environmental conditions occurring or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs existing prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in connection with any of Seller’s retirement plans the Environmental Reports; provided that the Sellers shall remain liable for the environmental Liabilities identified on Exhibit D until Sellers or employee benefit plansBuyers at Sellers’ expense have remediated, to the extent required by existing governmental standards, such environmental Liabilities as noted on Exhibit D; (kviii) Except as otherwise specifically provided in this Agreement, all Liabilities of Sellers for any bonus or other compensation payments to Seller’s employees which are owed by reason Tax for (A) operations of the sale Business prior to the Effective Time; (B) the transfer of the Purchased 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 liabilities for salaries, wages, bonuses, and other compensation which are owed Seller or otherwise distributed to employees of any Seller for services rendered through (whether such withdrawal or distribution is made before or after the Closing Date;Effective Time); and (lix) any liabilities Liabilities of Sellers arising out of or in connection with relating to any violation by Seller, Proceeding to which any Seller is a party on the date of this Agreement and relating to the Business or any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02matters referenced on Schedule 1.5(b)(ix).

Retained Liabilities. The Notwithstanding Section 1.4 or any other provision in this Agreement or any other writing to the contrary, Purchaser does is assuming only the Assumed Liabilities and is not assumeassuming any other Liability of the Company (or of any predecessor of the Company or of any prior owner of all or part of the Company’s business and assets) of whatever nature, and whether presently in existence or arising hereafter. All such other Liabilities shall be retained liabilities which Purchaser shall not be responsible for, any assuming and shall remain Liabilities of the following liabilities or obligations of the Seller Company (collectively, all such Liabilities not being assumed being herein referred to as the “Retained Liabilities”):). Notwithstanding any provision in this Agreement or any other writing to the contrary, Retained Liabilities include, but are not limited to: 1.5.1 any Liability of the Company, including those relating to the Acquired Assets, which arises, accrues or is incurred prior to the applicable Effective Date on which the Acquired Assets were transferred; 1.5.2 Any Liability arising out of or relating to a Company Contract Breach; 1.5.3 any indebtedness or obligation for borrowed money of the Company and its Affiliates; 1.5.4 any Employee Obligation and any other Liability of the Company relating to the Company’s employees during the term of their employment with the Company; 1.5.5 any Liabilities for Taxes (a) including sales, transfer and all other Taxes resulting from the consummation of the transactions contemplated by this Agreement); 1.5.6 any Liability arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing at or prior to the applicable Effective Date on which the Acquired Assets were transferred whether or not such Liability relates to an Acquired Asset; and 1.5.7 any Liability for all Approval Costs and other costs and expenses of the Seller payable to third parties arising Company incurred in connection with the Seller’s executionnegotiation, delivery execution and performance of this Agreement or any consummation of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02this Agreement.

Retained Liabilities. The Purchaser does Notwithstanding anything contained in this Agreement to the contrary, except for the Assumed Liabilities, Buyer will not assumeassume or be liable for any Liabilities of the Company or any other Person, regardless of whether relating to the Business or the Purchased Assets, and shall not be responsible forin each case, any of the following liabilities whether known or obligations of the Seller unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the “Retained Liabilities”):), which shall include the following Liabilities: (a) expenses of the Seller payable to third parties arising Liabilities relating to, based upon events or conditions occurring or existing in connection with with, or arising out of, the Seller’s executionBusiness as operated prior to the Closing Date, delivery and performance or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of this Agreement any Products or any of the transactions contemplated hereby Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business) including, without limitation, legal Liabilities related to (i) any injury to individuals or property as a result of the ownership, possession, or use of any Product sold by the Business prior to the Closing Date, (ii) Hazardous Materials or Environmental Health, and accounting fees)Safety Liabilities, (iii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person, (iv) any Liabilities arising at any time as a result of either the Company’s lack of qualification or licensing in any jurisdiction in which it owned or leased assets, maintained sales personnel or conducted any business, including the distribution or sale of Products, prior to the Closing Date, (v) compliance (or non-compliance) with any applicable Legal Requirement, or (iv) the Closing Intercompany Payables; (b) liabilities Liabilities to any Persons at any time employed by the Company, its Affiliates or obligations for Taxes that relate their respective predecessors-in-interest in the Company or otherwise, or to any such Person’s spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances (including the Purchased Assets for termination of employment as of the Closing Date) occurring at any time during the period or periods of any such Persons’ employment by either the Company or portions thereof ending prior its Affiliates or their respective predecessors-in-interest, whenever such claims mature or are asserted, including, without limitation, all Liabilities arising (i) under any Company Benefit Plans, (ii) under any Legal Requirement relating to the date of Closingemployment, wages and hours, equal opportunity, discrimination, plant closing or immigration and naturalization, (iii) under any collective bargaining Legal Requirement, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (c) Liabilities relating to any liability for Proceeding pending on the date hereof, or related constituted hereafter, to indebtedness the extent based upon events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business, operations of Seller to banksthe Company or any of its Affiliates (or any of their respective predecessors in interest) or the ownership, financial institutions possession, use, operation, sale or other persons disposition prior to the Closing Date of any Products or entities any of the Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with respect to borrowed moneythe Business); (d) Liabilities of the Company to any liabilities Person, for or in connection with any dividends, distributions, redemptions, or rights with respect to any security of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesthe Company; (e) Liabilities of the Company under this Agreement or any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingother Transaction Documents; (f) Liabilities for any liabilities Taxes of Seller to pay severance benefits to employees the Company (i) arising as a result of Seller employed at in the Company’s operation of the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale ownership of the Purchased Assets pursuant prior to and including the provisions hereof;Closing Date, and (ii) for the unpaid Taxes of any person or entity under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; and (g) Liabilities related to any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior Retained Assets, Liabilities not related to the Closing Date; (i) any liability under COBRA Business and the regulations thereunder with respect to health/medical coverage of current Liabilities based on acts or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason omissions of the sale of Company occurring after the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Closing.

Retained Liabilities. The Except for the Assumed Liabilities, Purchaser does not assumeshall not, and shall not be by virtue of its acquisition of the Purchased Assets or otherwise, assume or become responsible forfor any Liabilities of the Seller, any of the following liabilities or obligations Affiliate of the Seller or the Business of any kind and nature that is not expressly included within the definition of Assumed Liabilities (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution), delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); any of the following: (a) any indebtedness for borrowed money of the Seller or of any other Person guaranteed by the Seller or any other Person or secured by any of the Purchased Assets; (b) liabilities or obligations for Taxes that relate to any of the Purchased Assets for periods or portions thereof ending prior to the date of Closing; Seller’s accounts payable; (c) any liability for or related to indebtedness Liabilities arising out of any breach by the Seller to banks, financial institutions or other persons or entities with respect to borrowed money; of any provision of any Contract; (d) any liabilities product liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller, or alleged to have been made by the Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of the Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; on or before the Closing Date; (e) any claims against Taxes including, without limitation, any Liabilities on account of the matters disclosed on Schedule 3.20; (f) any Liabilities of the Seller arising or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages incurred in connection with the foregoing; negotiation, execution and performance of this Agreement, the other Transaction Documents and the Transactions including, without limitation, any fees and expenses of counsel, accountants and other experts engaged or retained by the Seller in connection therewith except as otherwise provided herein or therein; (fg) any liabilities Environmental Liabilities; (h) any litigation against the Seller or any of its Affiliates including, without limitation, any Liabilities on account of the litigation listed on Schedule 3.5; (i) any violations, or noncompliance with, of any Requirement of Law by the Seller to or any Affiliate of the Seller including, without limitation, any Franchising Laws including, without limitation, any Liabilities on account of the matters disclosed on Schedule 3.7; (j) all Liabilities in respect of employment with the Seller for any wages, salary, vacation pay, sick leave pay or pay for time not worked, back pay, severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or termination pay and any other compensation, Taxes or arising in connection with or following the sale of the Purchased Assets related to any Employee Benefit Plans including, without limitation, pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; COBRA; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason Liabilities of the sale Seller arising under any of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and Franchise Repurchase Agreements other compensation which are owed than the Franchise Repurchase Obligations expressly assumed by the Purchaser pursuant to employees of Seller for services rendered through the Closing Date; Section 2.10(b); (l) any liabilities Liabilities of the Seller arising out of or in connection with any violation by the Seller, ’s operation of any applicable statute “We the People” center or governmental rulefranchise, regulation whether before or directiveafter the Closing Date; and (m) all Liabilities of the Seller arising under any of the CLC Agreements; (n) all Liabilities of the Seller arising under any Excluded Contract; (o) the Retained Franchising Contracts Liabilities; (p) all Liabilities arising as a result of the Seller’s grant to any Person of any rights to use any of the Seller’s Trademarks in any territory in violation or contravention of the rights of any other Person including, without limitation, on account of the matters described on Schedule 3.28(n); and (q) all other Liabilities of the Seller or arising out of the operations of the Seller or the Purchased Assets including, without limitation, for any civil or criminal damages or penalties (including punitive and exemplary damages and interest), imposed on or sought to be imposed on the Seller or the Purchaser or any of the officers, directors, members or stockholders of the Purchaser, on account of any tortious, fraudulent, criminal or other act of the Seller, either Shareholder or any of their respective directors, officers members or stockholders. Without limitation by the specific enumeration of to the foregoing, the intent and objective of the Seller and the Purchaser is that, except for Assumed Liabilities, the Purchaser does not assume, and no transferee or successor liability of any liabilities of Seller not expressly assumed by Purchaser pursuant kind and nature shall attach to the provisions Purchaser pertaining to, any of Section 2.02the Retained Liabilities, all of which Retained Liabilities shall be the sole responsibility of the Seller.

Retained Liabilities. The Purchaser does not assumeExcept as specifically set forth in Section 1.7, and shall not be responsible for, any Sellers retain all Liabilities directly or indirectly arising out of or related to the operation of the following liabilities Business prior to the Effective Time, whether such Liabilities are known or obligations unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Seller Effective Time (collectively, the “Retained Liabilities”):). Without limiting the generality of the preceding sentence, Purchasers shall not assume or become liable for any obligations or Liabilities of Sellers not specifically described in Section 1.7, including without limitation, the following: (a) expenses Any Liability or obligation, including but not limited to Liabilities arising under Section 601 et. seq of ERISA or Code Section 4980B, or any Liabilities arising out of any employee benefit plan ever maintained by Sellers or covering employees of Sellers or to which Sellers have made any contribution or to which Sellers could be subject to any Liability, including, specifically, any Liability relating to or arising out of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Lifeline Health Claims; (b) liabilities Any Liability related to, arising out of, or obligations for Taxes that relate to in connection with the Purchased Assets for periods parties’ waiver of compliance with the bulk transfer provisions of the Uniform Commercial Code, or portions thereof ending prior to the date of Closingany similar statute as enacted in any jurisdiction, domestic or foreign (if applicable); (c) Any Liability or obligation arising out of any liability for breach by Sellers prior to the Effective Time of any provision of the Sellers Agreements or related any other contract to indebtedness of which any Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyis a party; (d) Any Liability of Sellers with respect to any liabilities claim or cause of Seller action, regardless of when made or asserted, which arises (i) out of or in connection with the business and operations of Sellers (including without limitation the Business) prior to the Effective Time, (ii) with respect to any goods or services provided by Sellers prior to the Effective Time, including without limitation, any Liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by Sellers or (B) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of Sellers prior to the Effective Time, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of product liability, or (iii) out of or in connection with the business and operations of Sellers (including without limitation the Business) prior to the Effective Time under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesLaw; (e) any claims against Any Liability or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs obligation, arising prior to the Closing Date regardless Effective Time or as a result of when said claim the Acquisition, to any employee, agent, or liability is assertedindependent contractor of Sellers, including whether or not employed by Purchasers after the Effective Time, or under any claim or liability for consequential or punitive damages in connection benefit arrangement with the foregoingrespect thereto; (f) Any Liability of Sellers existing at the Effective Time, including any liabilities of Seller Liability related to pay severance benefits to employees of Seller employed at any matter described in the Business whose employment is terminated prior Schedules to the Closing Date or in connection with or following the sale this Agreement and specifically any Liabilities arising out of the Purchased Assets pursuant to the provisions hereofCorporate Integrity Agreement; (g) Any Liability or obligation for Taxes, whether disputed or not, existing at the Effective Time or as a result of the Acquisition or related to the operation of the Business prior to the Effective Time or related to Sellers’ other businesses prior to or after the Effective Time, except with regard to any liability under any federal Liabilities or state civil rights laws resulting from termination obligations relating to Transfer Taxes levied on the transfer of employment the Rights and Assets as provided in Section 5.14 of Seller’s employeesthis Agreement; (h) Any Liability for any liabilities for medical overbillings made by Sellers or overpayments received by Sellers under any Medicare, Medicaid or any other employee benefits for claims incurred on government or private payor arrangement in respect of goods or services provided prior to the Closing DateEffective Time, including all Liabilities relating to the Corporate Integrity Agreement and the ongoing audit by the Office of the Inspector General at the Department of Health and Human Services (the “OIG”) relating to certain billing matters (the “OIG Audit”); (i) any liability under COBRA All wages, commissions, vacation, holiday, workers’ compensation and the regulations thereunder sick pay obligations of Sellers with respect to health/medical coverage their respective employees, agents or independent contractors accrued through the Effective Time and all bonuses and fringe benefits as to such employees accrued through the Effective Time, and all severance pay obligations of current or former Sellers to employees resulting from Sellers’ consummation of Seller and their dependents who elect coverage under COBRA as required the transactions contemplated by applicable law;this Agreement; and (j) any liabilities Any and all Liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason the Redemption and the adequacy of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or consideration paid therefore in connection accordance with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.021.2(a).

Retained Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser does not assumenor any of (including, and following the Closing, the Target Entities) its Affiliates shall not be responsible for, have any obligations with respect to any of the following liabilities Liabilities of Seller or obligations any of its Affiliates (including, prior to the Closing, the Target Entities), and Seller or another applicable Affiliate of Seller shall retain and remain responsible for paying, performing and discharging when due all such Liabilities (collectively, the “Retained Liabilities”): (a) expenses Except (i) as set forth in Section 2.6(f) and (ii) for any and all Funded Debt of any Seller Entities (to the extent such Funded Debt is an Assumed Liability), any and all Indebtedness of Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby its Affiliates (including, without limitation, legal and accounting feesother than any intercompany Indebtedness solely between or among Target Entities); (b) liabilities or obligations for Taxes that relate Any and all Liabilities to the Purchased extent arising out of or related to any of the Excluded Assets or the Retained Seller Business (for periods or portions thereof ending prior the avoidance of doubt other than any and all Liabilities to the date extent arising out of or related to any of the Owned Real Property or the Business); provided, however, that, notwithstanding the foregoing, “Retained Liabilities” shall also include any and all Liabilities arising out of or relating to in any way (i) to the environment or natural resources, human health and safety or Hazardous Materials relating to or arising out of the facility located at 0000 X. 00xx Xxxxxx, Xxxxxxx, XX, XXX (the “Chicago Facility”), and (ii) any, past, current or future businesses, operations, products or properties of or associated with the Chicago Facility (including any businesses, operations, products or properties for which a former, current or future owner or operator of the Chicago Facility may be alleged to be responsible as a matter of Law, Contract or otherwise), except in the case of clauses (i) and (ii), for any and all Liabilities to the extent arising out of or relating to any actions, businesses, operations or any other activities of, by or on behalf of Purchaser, its Affiliates or any of their Representatives after the Closing, which shall be “Assumed Liabilities”; (c) Except as set forth in Section 2.6(e), Section 2.6(g) or Section 5.7, any liability for and all Liabilities relating to or related to indebtedness of arising under any Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyBenefit Plan; (d) Except as set forth in Section 5.7, any liabilities and all Liabilities in respect of any service provider of Seller under who is not a Transferred Business Employee or Business Independent Contractor, whether accruing before, on or after the Closing Date, including any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesCarveout Employees and any Inactive Employees prior to the date they become a Transferred Business Employee; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingAny and all Excluded Employment Liabilities and Excluded Pension Liabilities; (f) Any and all Liabilities related to fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or its Affiliates in connection with or following this Agreement and the sale of the Purchased Assets pursuant to the provisions hereoftransactions contemplated hereby; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employeesAny and all Liabilities for Seller Taxes; (h) Any and all Liabilities for any liabilities for medical or other employee benefits for claims incurred of the environmental matters identified on or Section 2.7(h) of the Seller Disclosure Schedules; and (i) Any and all accounts payable of the Business in Brazil as of immediately prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Effective Time. Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with Purchaser acknowledge and agree that neither Purchaser nor any of Seller’s retirement plans its Affiliates (including, following the Closing, the Target Entities) will be required to assume, retain, pay, perform or employee benefit plans; (k) otherwise discharge, or shall otherwise be or become responsible or have any bonus or other compensation payments to Seller’s employees which are owed by reason Liability for, any of the sale Retained Liabilities. For the avoidance of doubt, without duplication of any amounts included in the calculation of the Purchased Assetsapplicable Net Economic Benefit, for purposes of Article IX, Seller shall be responsible and any liabilities liable for salaries, wages, bonuses, all Retained Liabilities (including the Deferred Retained Liabilities) during and other compensation which are owed to employees of Seller for services rendered through after the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Deferred Period.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any provision in this Agreement, Seller shall retain and shall not be responsible for, any of only for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”):): ​ (a) expenses all Liabilities of Seller and/or any Affiliate of Seller other than Assumed Liabilities, including all Liabilities related to the Excluded Assets and all Liabilities under Assumed Contracts relating to the period prior to the Closing Date (including the Assumed Contracts set forth on Schedule 4.12(e)); ​ (b) all Liabilities of Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or and/or any of its Affiliates under the transactions contemplated hereby Ancillary Agreements; ​ (c) all Liabilities of Seller and/or any of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Product, including, without limitation, legal any Liability to any equityholder of Seller or any Affiliate of Seller and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date including all Liabilities arising out of Closing; (c) any liability for or related to indebtedness the litigation described on Schedule 4.6 of the Seller to banks, financial institutions or other persons or entities with respect to borrowed money;Disclosure Schedules; ​ (d) any liabilities all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities;to its suppliers for materials and services relating to the Product that were delivered or provided to Seller prior to Closing; ​ (e) all Liabilities arising out of or relating to any claims against product liability, breach of warranty or liabilities of Seller similar claim for injury to any Person or death property that resulted from the use or misuse of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Product prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant otherwise relates to the provisions hereof; Product sold (gincluding any Proceeding relating to any such Liabilities) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) , which, in the case of any liability under COBRA and split lots of Product, shall be determined based on the regulations thereunder with respect percentage of any such lot sold prior to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date;; ​ (lf) any liabilities arising out of Liability under Seller’s employee benefits or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivecompensation arrangements; and (mg) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant all Liabilities for Taxes relating to the provisions of Purchased Assets or the Product with respect to a Pre-Closing Tax Period, including those allocated in accordance with Section 2.0211.8(b).

Retained Liabilities. The Purchaser does Except for the Assumed Liabilities, Buyer shall not assumeassume pursuant to this Agreement or the transactions contemplated hereby, and shall not be responsible have no liability for, any Liabilities of the following liabilities Seller or obligations any of the Seller its Affiliates, or any of its or their predecessors in interest, of any kind, character or description whatsoever (collectively, the “Retained Liabilities”):), all of which shall be retained by and continue to be Liabilities of Seller or its Affiliates, as applicable. Without intending to limit the generality or effect of the foregoing, Retained Liabilities shall include the following Liabilities: (a) expenses of the Seller payable to third parties arising all Liabilities and obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with with, or arising out of, Seller or the Seller’s executionBusiness as operated prior to the Closing Date, delivery and performance or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of this Agreement or any of the transactions contemplated hereby Acquired Assets (includingor any other assets, without limitationproperties, legal and accounting feesrights or interests associated, at any time prior to the Closing Date, with the Business); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingall Seller Expenses; (c) all Indebtedness and all Liabilities arising in connection with, or relating to, any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyIndebtedness; (d) any liabilities of Seller under any leasesall Liabilities arising in connection with, contractsor relating to, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesExcluded Taxes; (e) all Liabilities based upon, arising out of or otherwise in respect of any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingEmployee Plans; (f) all Liabilities based upon, arising out of or otherwise in respect of (i) any liabilities current or former employees or other services providers of Seller to pay severance benefits to employees or any other member of Seller employed at in the Business whose employment is terminated Controlled Group for the period on and prior to the Closing Date Date; and (ii) any current or in connection with former employees or following the sale other service providers of Seller or any other member of the Purchased Assets pursuant to Controlled Group who do not become Transferred Employees for the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to period following the Closing Date; (g) all Liabilities arising in connection with, or relating to, the Excluded Assets; (h) all Liabilities arising in connection with, or relating to, any real property owned, leased or otherwise used or occupied by Seller; (i) all investigation, feasibility study, mitigation, cleanup, remediation, monitoring and other related activities or costs associated with any liability under COBRA and the regulations thereunder with respect to health/medical coverage Release of current or former employees of Seller and their dependents who elect coverage under COBRA as required any Hazardous Substance on any real property leased by applicable lawSeller; (j) any liabilities all Liabilities arising out of or in connection with any of related to Seller’s retirement plans or employee benefit plansbusiness outside of the Territory, including with respect to Contracts relating to Seller’s business outside of the Territory; (k) any bonus all royalties or other compensation payments to Seller’s employees which are Liabilities owed by reason of under the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date;Contract listed on Schedule 2.4(k); and (l) all Liabilities relating to abandoned or unclaimed property reportable under any liabilities arising out of state or in connection with any violation by Sellerlocal unclaimed property, of any applicable statute escheat or governmental rule, regulation or directive; and (m) without limitation by similar law where the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant dormancy period elapsed prior to the provisions of Section 2.02Closing Date.

Retained Liabilities. The Purchaser does not assumeNotwithstanding anything to the contrary in this Agreement, all Liabilities and shall not be responsible forobligations relating to, any arising out of, or attributable to the ownership or operation of the following liabilities Assets prior to the Closing Date, whether presently in existence or arising hereafter, shall be retained by and remain obligations of the Seller (collectively, the “Retained Liabilities”):). The Retained Liabilities shall include, without limitation, the following: (a) expenses of any Damages for which the Seller Parties are obligated to indemnify Buyer pursuant to Section 7.2; (b) any Liability of Seller or any Affiliate of Seller, including any such Liability arising out of or relating to the EPA Enforcement Action or EPA Consent Decree, which arises out of or relates to any Excluded Asset; (c) (i) any administrative or civil penalties (but not stipulated penalties) payable to third parties arising in connection with the Seller’s execution, delivery any Governmental Authority; and performance of this Agreement or (ii) any of the transactions contemplated hereby capital expenditures (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate any costs relating to the Purchased Assets for periods purchase, installation and testing of any equipment); in the case of each of clause (i) and (ii) arising out of or portions thereof ending prior relating to the date of Closing; (c) any liability for EPA Enforcement Action or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyEPA Consent Decree; (d) any liabilities Liability of Seller under or any leasesAffiliate of Seller resulting from the transactions contemplated by this Agreement, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesincluding any expenses incurred by or on behalf of Seller or any Affiliate of Seller in connection with this Agreement or the consummation of the transactions contemplated hereby; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including Liability arising under any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingEmployee Benefit Plan; (f) any liabilities of Liability for Taxes imposed on Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior or imposed with respect to the Closing Date Assets accruing to or in connection with for any period (or following the sale of the Purchased Assets pursuant to the provisions hereof; (gportion thereof) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred ending on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (mg) without limitation by any Liability with respect to Property Taxes that are the specific enumeration of the foregoing, any liabilities responsibility of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.025.16(b).

Retained Liabilities. The On the terms and subject to the conditions of this Agreement, Seller and its Subsidiaries shall retain, and Purchaser does shall not assume, and shall not be responsible for, the following Liabilities of Seller or any of the following liabilities or obligations of the Seller its Subsidiaries (collectively, the “Retained Liabilities”): (a) expenses any and all Indebtedness of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)its Subsidiaries; (b) liabilities any and all Liabilities of Seller or obligations for Taxes that relate any of its Subsidiaries or any of their respective ERISA Affiliates (i) arising prior to, at or after the Closing relating to or arising under any Seller Benefit Plan, (ii) 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 Purchased Assets for periods or portions thereof ending Business prior to or at the date Closing (other than a Transferred Business Employee) or (iii) any earned but unpaid salary or wages, bonuses, paid time off or other compensation or benefits in respect of any Transferred Business Employee arising prior to or as of the Closing, other than any Liabilities explicitly assumed by Purchaser pursuant to Section 2.6(e) or Section 5.6; (c) any liability for and all Liabilities arising prior to, at or related after the Closing to indebtedness the extent not relating to or arising out of Seller to banks, financial institutions the ownership or other persons operation of the Business or entities with respect to borrowed money;any Purchased Asset; and (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller and all Liabilities for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Excluded Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Taxes. Seller and their dependents who elect coverage under COBRA as Purchaser acknowledge and agree that Purchaser will not be required by applicable law; (j) to assume and retain any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities.

Retained Liabilities. The Purchaser does Except as provided in Section 3.1, Buyer shall not assume, assume and shall not be responsible for, and there shall not be transferred to or assumed by Buyer, any Liabilities (other than Assumed Liabilities) of the Sellers, or any of their respective Affiliates (or any predecessor thereof) arising from or relating to, in whole or in part, (x) the operations, activities, conduct or transactions of the Business or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of the Assets up through and including the Closing Date, whether or not any of the following liabilities foregoing continues past the Closing Date, and (y) any and all other operations, activities or obligations transactions of Sellers and their respective Affiliates or the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of any other assets or properties of Sellers and their respective Affiliates, at any time, all of which Liabilities shall be and remain the sole responsibility of Sellers and their respective Affiliates, including all of the Seller following (collectively, all of the Liabilities described in this Section 3.2 being referred to in this Agreement as the “Retained Liabilities”): (a) expenses of all Liabilities arising from the Seller payable breach, failure to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement perform or default by Sellers or any of their respective Affiliates prior to the transactions contemplated hereby (includingClosing Date of any contract, without limitationagreement, legal and accounting fees)purchase order, lease, license or commitment included in the Assets; (b) liabilities with respect to contracts, agreements, purchase orders, leases, licenses and commitments included in the Assets, any Liability of Sellers or obligations for Taxes that relate their respective Affiliates arising thereunder up to and including the Purchased Assets for periods Closing Date, whether or portions not such contract, agreement, purchase order, lease, license or commitment is assumed by Buyer in connection with the assignment thereof ending prior to the date Buyer (regardless of Closingany contrary provisions in any instrument of assumption or conveyance); (c) any liability for all Liabilities in respect of causes of action, claims, suits or related proceedings of or involving third parties against Sellers relating to indebtedness the Business or the Assets arising out of Seller to banks, financial institutions incidents or other persons events occurring on or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is assertedDate, including any claim or all workers compensation, general liability for consequential or punitive damages in connection and other insurance claims with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred an incident date on or prior to the Closing Date; (id) any liability labor or employment related Liabilities (including accrued vacation pay, and severance and other payments payable to employees of the Business in connection with termination of such employment), Actions, judgments, damages, costs, expenses (including any Action for severance pay, accrued vacation pay or wrongful discharge), grievances, unfair labor practices and violations of any applicable law, rule, regulation, ordinance or Governmental Order which any Buyer Indemnified Party may be subject to or incur by reason of any act, omission or matter occurring on or prior to the Closing Date relating to any employees of Sellers or their respective Affiliates, agents, representatives or contractors, including the termination of any union or nonunion employees, the termination or violation of any collective bargaining agreement or any unfair labor practice or charge, and any and all Actions, Liabilities or grievances that may have been asserted under COBRA any collective bargaining agreement arising from or relating to the period prior to the Closing Date; (e) any Liability associated with the employee benefit plans of Sellers and their respective Affiliates, arising from or relating to the regulations thereunder period prior to the Closing Date; (f) any Liability associated with employee health or safety arising from or relating to the period prior to the Closing Date; (g) any Liability with respect to health/medical coverage self-insured retention, retrospective premiums and/or deductibles, if applicable, for claims arising from or relating to the period prior to the Closing Date; (h) all accounts payable, trade payables and indebtedness for borrowed money of current Sellers or former employees any of Seller their respective Affiliates (other than with respect to the operation and their dependents who elect coverage under COBRA ownership of the Assets by Buyer or its Affiliates for the period commencing immediately after the Closing Date); (i) all Taxes now or hereafter owed by the Sellers or any Affiliate of any Seller, or attributable to the ownership, operation or use of the Assets relating to any period up to and including the Closing Date, including liabilities and obligations for Taxes resulting from the transaction contemplated by this Agreement, except as required by applicable lawotherwise provided in Article X; (j) any liabilities arising out Liability imposed upon or incurred by Buyer or its Affiliates by operation of any applicable law, rule, regulation, ordinance or in connection with any Governmental Order which Liability, if not for the operation of Seller’s retirement plans such law, rule, regulation, ordinance or employee benefit plansGovernmental Order, would have been a Retained Liability; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason Liability of the sale of Sellers or their respective Affiliates under the Purchased Assetsthis Agreement and/or the Ancillary Agreements, and any liabilities for salarieswhether such Liability arises before, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through on or after the Closing Date;; and (l) any liabilities Liability relating to or arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by from the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant Business prior to the provisions of Section 2.02Closing Date.

Retained Liabilities. The Purchaser does Transferred Assets are being sold free and clear of all Liens, Claims and Interests to the maximum extent allowed by Sections 363(f) and 1123 of the Bankruptcy Code other than Specifically Assumed Liabilities and Permitted Post-Closing Liens. Buyer is not assuming, shall not assume, and shall not be responsible for, and the Debtors expressly retain: (i) all liabilities and obligations of Debtors related to the Retained Assets, whether such liabilities and obligations arise before or after the Effective Time; and (ii) all other liabilities and obligations of Debtors whatsoever associated with the Transferred Assets, the Business or with any other properties, rights, contracts, or other assets of the following liabilities Debtors, whether presently in existence or obligations of the Seller arising hereafter, known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated, or otherwise (clauses (i) and (ii) collectively, the “Retained Liabilities”):). Except for Specifically Assumed Liabilities, Buyer shall not be obligated to assume or to perform or discharge, and does not assume or agree to perform or discharge, any of the following: (a) expenses any liability arising out of or relating to Debtors’ or any Third Party’s ownership or operation of the Seller payable Business and the Transferred Assets prior to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Effective Time; (b) liabilities any liability for any obligation or obligations for Taxes that relate to expense which under this Agreement shall be borne by the Purchased Assets for periods or portions thereof ending prior to the date of ClosingDebtors; (c) any liability for arising out of or related to indebtedness the administration of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneythe Debtors’ Bankruptcy Cases; (d) any liabilities liability arising out of Seller under or related to any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesExcluded Contracts and Leases; (e) any claims liability arising out of or related to any Third Party Claims against the Debtors, pending or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is assertedthreatened, including any claim or liability for consequential or punitive damages in connection with the foregoing;tort Claims, (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date liability whether now existing or in connection with hereafter arising, under any Healthcare Requirements or following the sale of the Purchased Assets pursuant to the provisions hereofEnvironmental Laws; (g) any liability under any federal or state civil rights laws resulting from termination for brokerage fees of employment of Seller’s employeesthe Debtors; (h) any liabilities liability for medical any Taxes related to any taxable period (or other employee benefits for claims incurred portion thereof) ending on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawCure Costs; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans;all Intercompany Indebtedness; and (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or except as expressly provided in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoingSection 6.04(b), any liabilities of Seller not expressly assumed by Purchaser pursuant liability arising from or related to the provisions ERISA Plans, regardless of Section 2.02when arising.

Retained Liabilities. The Neither the Purchaser does not nor any Affiliate of the Purchaser shall assume, and shall not or otherwise be responsible forfor any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liability in Section 2.3, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date. Without limitation of the foregoing provisions of this Section 2.4, it is expressly agreed and understood that neither the Purchaser nor any Affiliate of the Purchaser shall assume any of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses Parties: any Liability of the Seller payable Parties to third parties or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to or arising in connection as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not written, between a Seller Party or its Affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the Seller’s executionbasis of a claimed employer-employee relationship between a Seller Party and such Person, delivery and performance of this Agreement (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party's or its Affiliates' withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") arising as a result of any act or omission by Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for Severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date; except as provided in Section 2.9, any Liability of a Seller Party or its Affiliates in respect of any Tax with respect to any Tax period (including any liability for the Taxes of any other Person (i) under Treasury Regulation Section 1.1502- 6 (or any similar provision of state, local, or foreign law), (ii) as a transferee or successor, (iii) by contract or otherwise (iv) and any Liability for Tax attributable to the Acquired Assets or the Business with respect to any Pre-Closing Tax Period, including any Liability for the breach of the terms of any "approved enterprise" programs received by the Company which may result from the transactions contemplated hereby by this Agreement (including, without limitation, legal and accounting fees); (b) liabilities or obligations such Liability for Taxes that relate to for the Purchased Assets for periods or portions thereof portion of any Straddle Period ending prior to on the date Closing Date shall be determined as follows: (A) in the case of Closing; (c) any liability for Taxes other than Taxes based upon or related to indebtedness income or receipts, the portion allocable to the Straddle Period ending on the Closing Date shall be deemed to be the amount of Seller such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (B) in the case of any Tax based upon or related to banksincome or receipts, financial institutions or other persons or entities with respect the portion allocable to borrowed money; (d) the Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date); any liabilities of Seller under Liability to the extent arising from any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons any person or damage to or destruction of property any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of products sold or from services performed by or on behalf of any Seller Party or any other Person prior to the Closing Date; any Liability of the Seller Parties for any Action to the extent arising out of or related to claims (including any workmen’s compensation claimi) that occurs asserted prior to the Closing Date regardless of when said claim against any Seller Party or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date against or in connection with respect of any Acquired Assets or following (ii) the sale basis of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or which shall have arisen prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder ; except as expressly provided in this Agreement with respect to health/medical coverage Assumed Contracts, any Liability of current the Seller Parties to the extent resulting from entering into, performing its obligations pursuant to or former employees consummating the transactions contemplated by this Agreement; any Liability of a Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising Party or its Affiliates that arises out of or relates to any Excluded Asset; any Liability of a Seller Party or the Business to any Seller Party's Affiliates arising prior to the Closing Date; any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, transaction contemplated hereby; and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees Liability of a Seller for services rendered through the Closing Date; (l) any liabilities Party arising out of or in connection with any violation by Seller, of any applicable statute relating to the ownership or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration operation of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant Business or the Acquired Assets prior to the provisions of Section 2.02Closing Date, including outstanding (immediately prior to the Closing) debts or obligations owed to third parties under any Assumed Contracts.

Retained Liabilities. The Purchaser does Except for the Assumed Liabilities, Buyer will not assume, and shall not assume or be responsible for, for the payment or discharge of any of the following liabilities other Liabilities or obligations of any kind of (i) Seller, (ii) any Related Person or Subsidiary of Seller or (iii) accrued, incurred or arising in connection with the Seller ownership of the Assets or operation of the Business prior to Closing (collectively, the “Retained Liabilities”):), which shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (ai) expenses any Liability under any Assumed Contract that arises or accrues prior to Closing, or that arises or accrues after the Closing but that arises or accrues out of or relates to any breach, default or violation that occurred prior to the Seller payable Closing, to third parties arising the extent not specifically included as a current liability in connection with the Seller’s execution, delivery and performance determination of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Final Working Capital; (bii) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closingany Liability under any Contract which is not an Assumed Contract; (ciii) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities Liability with respect to borrowed money(A) Indebtedness, whether arising out of or relating to Seller’s credit facilities, any security interest related thereto or otherwise, and (B) Transaction Expenses; (div) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; Liability for (eA) any claims against Taxes arising as a result of the operation of the Business or liabilities ownership of Seller for injury to the Assets on or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless Date, (B) any Taxes of when said claim Seller, Stockholder or liability is assertedtheir Related Persons, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities Taxes that will arise as a result of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale and contribution of the Purchased Assets pursuant to the provisions hereof; this Agreement and (gC) any liability under deferred Taxes of any federal nature arising as a result of the operation of the Business or state civil rights laws resulting from termination ownership of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred the Assets on or prior to the Closing Date; (v) any Environmental, Health and Safety Liabilities arising out of or relating to the operation by Seller, Stockholder or any of their respective Related Persons, of the Business, or Seller’s, Stockholder’s or any of their respective Related Persons’ leasing, ownership or operation of the Assets, systems, infrastructure or real property, regardless of whether currently occupied, in all cases, as a result of the Seller’s operation of the Business, or otherwise arising from actions or omissions (whether of any of the foregoing Persons or of a third-party relating to or associated with the Facilities currently occupied by Seller) occurring, on or prior to the Closing Date (and including, without limitation, the liabilities set forth in Disclosure Schedule 2.4(b)(v)); (vi) any Liability (i) relating to any liability under COBRA and the regulations thereunder with respect to health/medical coverage proceeding commenced or made by or on behalf of any current or former employees director, manager, officer, employee, independent contractor or other service provider of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with Seller’s conduct or any employment practice of Seller, (ii) arising under or relating to any Employee Plan, or (iii) owed by Seller to or on behalf of any current or former employee or service provider of Seller (or the beneficiaries or dependents of any current or former employee or service provider of Seller), including accrued vacation, severance or post-termination obligations, bonuses and payroll or payroll-related Liabilities, in each case, resulting from Seller’s retirement plans operation of the Business prior to, on or employee benefit plansafter the Closing Date (and including those set forth on Disclosure Schedule 2.4(b)(vi)); (kvii) any bonus Liability of Seller to indemnify or other compensation payments reimburse any officer, director, manager, shareholder, employee or agent of Seller with respect to matters resulting from the Seller’s employees which are owed by reason operation of the sale of the Purchased AssetsBusiness, and any liabilities for salariesor otherwise arising from actions or omissions occurring, wages, bonuses, and other compensation which are owed on or prior to employees of Seller for services rendered through the Closing Date; (lviii) any liabilities Liability of Stockholder and any liability of Seller to distribute to any of Seller’s direct or indirect shareholders or otherwise apply all or any part of the consideration received hereunder; (ix) any Liability of Seller arising out of any Action pending as of the Closing; (x) any Liability of Seller arising out of any Action commenced after the Closing to the extent (and only to the extent) arising out of or relating to any occurrence or event happening prior to the Closing; (xi) any Liability arising out of or resulting from Seller’s noncompliance with any Legal Requirement or Order; (xii) any Liability of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions; (xiii) any violation by Liability arising from Seller or any of its Related Persons having improperly characterized any of its service providers prior to Closing as an independent contractor under applicable Legal Requirements; (xiv) any Liability arising as a result of Seller’s or Stockholder’s failure to obtain consent from Persons, including users of the websites listed in Section 2.1(o) above, to transfer to Buyer any applicable statute or governmental rule, regulation or directivepersonal information of such Persons which is part of the Assets hereunder; and (mxv) without limitation by the specific enumeration any Liability relating to or arising out of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Excluded Assets.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1.5(a) hereof, each of Seller and SCI will retain, and shall Buyer will not assume or be responsible foror 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 the conduct of Seller and/or SCI or associated with or arising from any of the following liabilities Acquired Assets, whether fixed or obligations of the Seller contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) expenses Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller payable and/or SCI that constitute trade payables; (iii) Liabilities of Seller and/or SCI arising under or relating to third parties arising in connection with any Assumed Contract to the Seller’s execution, delivery and performance of this Agreement extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller and/or SCI (or any of their Affiliates) under any Assumed Contract that occurs prior to the transactions contemplated hereby Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Seller and/or SCI 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 and/or SCI or any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or SCI or any of their Affiliates (including, without limitation, legal any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and accounting fees)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 SCI or any of their Affiliates 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; (bvi) liabilities Seller’s or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of ClosingSCI’s deferred sales commissions; (cvii) any liability for or related to indebtedness Liabilities of Seller to banksor SCI based, financial institutions in whole or other persons in part, on violations of Law or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against environmental conditions occurring or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs existing prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in connection with any of Seller’s retirement plans or employee benefit plansthe Environmental Reports; (kviii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or SCI for any bonus or other compensation payments to Seller’s employees which are owed by reason Tax for (A) operations of the sale Business prior to the Effective Time; (B) the transfer of the Purchased 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 liabilities for salaries, wages, bonuses, and other compensation which are owed Seller or SCI or otherwise distributed to employees any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time); and (ix) Liabilities of Seller for services rendered through the Closing Date; (l) any liabilities or SCI arising out of or in connection with relating to any violation by Seller, Proceeding to which Seller or SCI is a party on the date of this Agreement and relating to the Business or any applicable statute or governmental rule, regulation or directiveof the matters referenced on Schedule 10; and (mx) without limitation by the specific enumeration Liabilities arising out of the foregoing, any liabilities management of Seller not expressly assumed or SCI’s Business by Purchaser pursuant to the provisions of Section 2.02SCI.

Retained Liabilities. The Purchaser does not assumeUpon the terms and subject to the conditions of this Agreement, Forest and its applicable Affiliates shall not be responsible forretain the following obligations and liabilities (whether known or unknown, any accrued, absolute, contingent or otherwise) relating to or arising out of the following liabilities Purchased Assets, but only to the extent any such obligation or obligations of the Seller liability is not an Assumed Liability (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties any and all liabilities and obligations arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for under or related to indebtedness of Seller to banksthe WARN Act, financial institutions and any applicable state or other persons or entities local notification law with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against a layoff or liabilities of Seller for injury plant closing relating to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal as contemplated herein that occurred on, before or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to after the Closing Date; (ib) all product liability and similar claims, whether made before or after the Closing Date, for injury to person (including death) or property (real or personal) in connection with the manufacture, storage, handling, shipment or sale by Forest or any Affiliate of Forest of the Products prior to the Closing Date, and after the Closing Date to the extent arising from Forest’s or its Third Party Designee’s failure to comply with: (a) Applicable Law (including current Good Manufacturing Practices (as set forth in C.F.R. 21 Parts 210 and 211, or any successor law or regulation thereto); (b) the specifications for the Products or the facilities; or (c) any liability other quality or legal standards applicable under COBRA and the regulations thereunder Supply Agreement, in each case with respect to health/medical coverage the manufacturing and supply of current or former employees of Seller and their dependents who elect coverage under COBRA as required Products to be supplied by applicable law; (jForest to Caraco pursuant to Section 5.04(a) any liabilities arising hereof, except to the extent such claim arises out of or in connection with any of Seller’s retirement plans or employee benefit plans; an act (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of than the sale of a Product in the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees ordinary course of Seller for services rendered through business) or omission of Caraco or its Affiliates on or after the Closing Date; (lc) all liabilities and obligations in respect of returns, recalls, rebates, retrofits and warranty claims, whether arising before or after the Closing, for Products sold to Customers by Forest or any of its Affiliates prior to the Closing Date, and except for rebates for Products sold to Customers by Caraco or any of its Affiliates, after the Closing Date to the extent returns, recalls, retrofits and warranty claims arise from Forest’s failure to comply with: (a) Applicable Law (including current Good Manufacturing Practices (as set forth in C.F.R. 21 Parts 210 and 211, or any successor law or regulation thereto); (b) the specifications for the Products or the facilities; or (c) any liabilities arising out other quality or legal standards applicable under the Supply Agreement, in each case with respect to the manufacturing and supply of or in connection with any violation Products to be supplied by Seller, of any applicable statute or governmental rule, regulation or directiveForest to Caraco pursuant to Section 5.04(a) hereof; and (md) all other liabilities and obligations of Forest and its Affiliates, other than Assumed Liabilities, based upon or arising out of any act or omission of Forest or its Affiliates occurring prior to the Closing Date, including any liability relating to Product design or infringement arising out of any act or omission of Forest or its Affiliates occurring prior to the Closing Date, or any matters or events occurring prior to the Closing Date, including without limitation by the specific enumeration of the foregoinglimitation, any such liabilities or obligations disclosed on any Schedule attached hereto, and all other liabilities and obligations of Seller not expressly assumed Forest and its Affiliates (other than the Assumed Liabilities) arising on or after the Closing Date to the extent caused by Purchaser Forest’s failure to comply with: (a) Applicable Law (including current Good Manufacturing Practices (as set forth in C.F.R. 21 Parts 210 and 211, or any successor law or regulation thereto); (b) the specifications for the Products or the facilities; or (c) any other quality or legal standards applicable under the Supply Agreement, in each case with respect to the manufacturing and supply of Products to be supplied by Forest to Caraco pursuant to the provisions of Section 2.025.04(a) hereof.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1.5(a) hereof, Seller will retain, and shall Buyer will not assume or be responsible foror liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vi) of this Section 1.5(b)), whether or not arising out of or relating to the conduct of Seller or associated with or arising from any of the following liabilities Acquired Assets, whether fixed or obligations of the Seller contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) expenses Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller payable that constitute trade payables; (iii) Liabilities of Seller arising under or relating to third parties arising in connection with any Assumed Contract to the Seller’s execution, delivery and performance of this Agreement extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller (or any of its Affiliates) under any Assumed Contract that occurs prior to the transactions contemplated hereby Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Seller 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 any of its Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or any of its Affiliates (including, without limitation, legal any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and accounting fees)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 any of its Affiliates 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; (bvi) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness Liabilities of Seller to banksbased, financial institutions in whole or other persons in part, on violations of Law or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against environmental conditions occurring or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs existing prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in connection with any of Seller’s retirement plans or employee benefit plansthe Environmental Reports; (kvii) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased AssetsExcept as otherwise specifically provided in this Agreement, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees all Liabilities of Seller for services rendered through any Tax for (A) operations of the Closing Date;Business prior to the Effective Time; (B) the transfer of the Acquired Assets; and (lviii) any liabilities Liabilities of Seller arising out of or in connection with relating to any violation by Seller, Proceeding to which Seller is a party on the date of this Agreement and relating to the Business or any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02matters referenced on Schedule 10.

Retained Liabilities. The Purchaser does Notwithstanding anything in this Section 1.03(b) or elsewhere in this Agreement or any other Transaction Document to the contrary, the Assumed Liabilities shall not assumeinclude, and shall not be responsible forneither the Purchaser nor any of its Affiliates will assume at the Closing, any of the following liabilities or obligations of the Seller (collectively, the “"Retained Liabilities”"): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (bi) liabilities or obligations for indebtedness for borrowed money or guarantees, or other financial assistance obligations incurred by the Seller or any of its Affiliates or relating to the Business or the Assets; (ii) liabilities or obligations with respect to products or services delivered by Seller prior to the Effective Time (in the case of subscription services, delivery shall be deemed to occur continuously); (iii) liabilities or obligations of Company or any of its Affiliates to its lawyers, accounts, investment advisors and consultants relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby and thereby; (iv) liabilities or obligations of Company or any of its Affiliates relating to Taxes for any period or portion thereof ending on or before the Effective Time; (v) except as specified otherwise in Section 1.02(a)(i) of this Agreement or as may otherwise be required by Law, the liabilities or obligations of Company or any of its Affiliates that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for arise from or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingemployment or termination of employment by Company of any of the Business Employees prior to Closing Date, or the employment or termination of employment of any of Company's employees who are not Business Employees; (fvi) the Environmental Liabilities of Company; (vii) any amounts owing prior to, or with respect to periods prior to, or goods purchased or services performed prior to, the Closing pursuant to any Contract, 3rd Party Software License or Real Property Lease, except with respect to Open Purchase Orders; (viii) any liabilities or obligations of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or Company relating to, in connection with or following arising under the sale of the Purchased Assets pursuant to the provisions hereofRetained Assets; (gix) any liability under any federal or state civil rights laws resulting from termination all Accrued Benefits Liabilities in excess of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior $205,500, if and to the Closing Date; (i) any liability under COBRA and extent the regulations thereunder with respect to health/medical coverage aggregate amount of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any such liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveis greater than $205,500; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assumeassume or agree to pay, satisfy, discharge or perform, and shall will not be responsible for, any deemed by virtue of the following liabilities or obligations of the Seller (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, execution and delivery and performance 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 hereby by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation, indebtedness or Taxes (except as set forth in Section 4.6) of any Seller or of any other Person (whether primary or secondary, direct or indirect, known or unknown, absolute or contingent, or otherwise) other than the Assumed Liabilities, including, without limitation, legal and accounting fees(a) any liabilities with respect or otherwise relating to any employees or other service providers of any of the Sellers or relating to the Business (other than the Reimbursement Obligation); , (b) any liabilities with respect to any Benefit Plans or obligations for Taxes that relate to any collective bargaining agreement of any of the Purchased Assets for periods Sellers or portions thereof ending prior to the date of Closing; their respective Affiliates, (c) any liability for obligations to cure defaults existing as of the Closing Date under any of the Assumed Contracts or related to indebtedness of Seller to banksotherwise, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities and obligations arising under and relating to the real property leases listed in Section 3.2 of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; the Disclosure Schedule (the "Lease Obligations") or (e) any claims against liabilities in tort or liabilities of Seller for injury to contract or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior under Law to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities extent arising out of or in connection with any of Seller’s retirement plans the Transferred Assets or employee benefit plans; the Assumed Liabilities on or prior to the Closing Date (k) any bonus or other compensation payments such liabilities and obligations retained by the Sellers, including, without limitation, all liabilities and obligations with respect to Seller’s employees which are owed by reason of the sale of the Purchased Excluded Assets, and any liabilities being referred to herein as the "Retained Liabilities"). It is specifically agreed that the Sellers shall remain liable for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through all the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities.

Retained Liabilities. The Purchaser does not assumeNotwithstanding the foregoing, and the Assumed Liabilities shall not be responsible for, any of the following liabilities or obligations of the Seller include (collectively, the “Retained Liabilities”): (ai) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any tax liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs arising prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; and (fii) any liabilities or obligations arising out of, resulting from, or relating to claims, whether founded upon negligence, breach of warranty, strict liability in tort or any other similar legal theory, seeking compensation or recovery for or relating to injury to person or damage to property arising out of or related to a defect or alleged defect of, or otherwise related to, any product made or sold by Seller or any predecessor of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; ; and (iiii) any liability under COBRA and the regulations thereunder liabilities or obligations arising out of, resulting from, or relating to claims of infringement or other misappropriation of intellectual property rights of third parties with respect to health/medical coverage the manufacture, use and sale of current products by Seller or former employees any predecessor of Seller on or prior to the Closing Date; and their dependents who elect coverage under COBRA as required by applicable law; (jiv) any liabilities or obligations arising out of of, resulting from or relating to any litigation, proceedings, actions, arbitrations, claims or investigations at law or in connection with equity or by or before any governmental agency pending or threatened against Seller as of the Closing Date; and (v) Environmental Claims (as defined in Section 3.20); and (vi) any liabilities or obligations of Seller’s retirement plans , or employee benefit plans; any consolidated group of which Seller is a member, for any foreign, Federal, state or local income, franchise, gross receipts, property, sales, use or value added taxes or any interest, additions to tax or penalties thereon, accrued for or applicable to Seller on or prior to the Closing Date; (kvii) any bonus liabilities or other compensation payments obligations arising prior to Seller’s employees which are owed by reason of the sale of Closing with respect to the Purchased AssetsTransferred Employees (as defined in Section 8.01 hereinbelow), and any liabilities including, without limitation, all obligations for salariessalary, wages, bonuses, benefits and other compensation which are owed accrue prior to employees of Seller for services rendered through the Closing Date; Closing, and (lviii) any other liabilities arising out of or in connection with any violation by Seller(collectively, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02"Retained Liabilities").

Retained Liabilities. The Purchaser does not assumeSellers shall at all times, and shall not be responsible forwithout any responsibility of or recourse to, Purchaser, any of its Affiliates or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors or assigns, absolutely and irrevocably be and shall remain solely liable and responsible for any and all Liabilities to the following liabilities extent arising from or obligations relating to the conduct of the Seller Business or the ownership of the Purchased Assets prior to the Effective Time (collectively, collectively the “"Retained Liabilities”):") unless the terms of this Agreement explicitly state that such Liability or obligation shall transfer to or be the responsibility of Purchaser. The Retained Liabilities shall also include, without limitation: (a) expenses all Liabilities related to the ownership, use, possession or condition of the Purchased Assets or operation or conduct of the Business to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring before the Effective Time; (b) Except as otherwise expressly provided in Section 6.16 below, all Liabilities to any current or former employee of the Sellers and their dependents or beneficiaries relating to or arising (i) under any U.S. Plans or Non-U.S. Plans of the Sellers (as defined in Sections 4.13 and 4.14 below), (ii) out of the employment or termination of employment by any Seller payable or any Affiliate of any Seller of any such current or former employee of any Seller or any Affiliate of any Seller, (iii) out of the failure of any employee to third parties arising accept the Purchaser's offer of employment in connection with the Seller’s execution, delivery and performance of transactions contemplated by this Agreement and (iv) under all employment, consulting or other individual service contracts between any Seller and any U.S. Employee, Non-U.S. Employee or former employee thereof, including without limitation any retention agreements or loyalty or "stay" bonus arrangements (the "Excluded Employment Contracts"); (c) all intercompany payables; (d) all Liabilities for Taxes related to the ownership, use, possession or condition of the Purchased Assets or operation or conduct of the Business with respect to any period or part thereof occurring prior to the Effective Time, or relating to the consummation of the transactions contemplated hereby by this Agreement, except as expressly provided in Section 6.15 below; (e) all Liabilities for any design defect or product liability including, without limitation, legal and accounting fees); (b) liabilities by operation of applicable law, in connection with any product or obligations for Taxes that relate to good of the Purchased Assets for periods Business manufactured by or portions thereof ending on behalf of Sellers prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingEffective Time; (f) with respect to any liabilities product or good of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated manufactured by or on behalf of Sellers prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant Effective Time, (x) all product warranty Liabilities relating to the provisions hereofBusiness in excess of those reflected on the Closing Balance Sheet, and (y) all Liabilities for any product recall, product liability claim, express or implied representation, warranty contract or guarantee made or allegedly made or which is imposed or allegedly imposed, including without limitation by operation of applicable law; (g) all Liabilities arising out of or related to any liability under violation or alleged violation of any federal or state civil rights laws resulting from termination Environmental Law by the Sellers, including any of employment of Seller’s employeestheir predecessors in interest; (h) all Liabilities resulting out of any liabilities for medical violation or other employee benefits for claims incurred on alleged violation by any Seller of any law relating or applicable to the ownership, use or possession of the Purchased Assets or operation or conduct of the Business prior to the Closing DateEffective Time; (i) all Liabilities arising from any liability under COBRA and litigation, proceeding, consent order or investigation relating to the regulations thereunder with respect ownership, use or possession of the Purchased Assets or operation or conduct of the Business to health/medical coverage of current the extent arising from or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawrelating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time; (j) any liabilities all Liabilities under the Transferred Contracts, the Transferred Leases, and other commitments of Sellers constituting Purchased Assets (x) for which the Sellers received the benefit prior to the Effective Time or (y) to the extent arising out of or in connection with any of Seller’s retirement plans or employee benefit plansbreach thereof by any Seller prior to the Effective Time; (k) any bonus or other compensation payments Other than with respect to Seller’s employees which are owed by reason of the sale of Sublease (as defined in Section 7.3(o) below), Sellers' Liabilities under the Purchased Assets, Excluded Contracts and any liabilities leases for salaries, wages, bonuses, and real property other compensation which are owed to employees of Seller for services rendered through than the Closing DateTransferred Leases; (l) Sellers' Liabilities under all contracts related to (i) Sellers' acquisition prior to the Effective Time of assets and equity interests of any liabilities business or business segment that are not Purchased Assets and (ii) Sellers' divestiture prior to the Effective Time of assets and equity interests of any business or business segment, in each case including but not limited to those contracts set forth on Schedule 3.2(l); (m) all Liabilities arising out of or relating to any infringement by any Seller of any intellectual property right or interest to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time, including without limitation all costs related to the investigation and defense of any past claims of infringement; (n) all indebtedness for borrowed money and capital lease obligations of the Business; (o) all Liabilities arising from any litigation, proceeding, consent order or investigation which arises from or relates to any action, omission, fact, matter, event or circumstance in connection with Sellers' sale to Bisset Technologie Systemes and Audio Club, respectively, of the Sellers' French closed circuit television inventory and the Sellers' French audio inventory, each in the year 2000, and the sale to Norbain SD ("Norbain") of the Sellers' UK closed circuit television inventory in the year 2000, including but not limited to any litigation or proceeding initiated by any of the employees dismissed in connection with such sales; (p) all Liabilities arising from (i) the Sellers' closure of the Carroll Facility and operations in Brussels, Belgium, including but xxx xxxited to any such Liabilities arising from the termination of any employees of the Sellers at such facility or location, and (ii) the Sellers' dismissal or termination of employment of any employee at any time prior to the Effective Time; (q) all Liabilities arising out of or relating to the violation or alleged violation by Seller, any Seller of any applicable statute U.S. or governmental rule, regulation or directiveforeign customs law; and (mr) without limitation by all Liabilities related to the specific enumeration ownership, use, possession or condition of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Excluded Assets.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any other provision of this Agreement to the contrary, Seller shall, and shall cause the other Seller Entities to, retain and not be responsible forsell, assign, transfer, deliver or convey, and Purchaser shall not assume or accept, any of the following liabilities Liabilities of Seller or obligations any of the Seller its Affiliates (collectively, the “Retained Liabilities”):); provided that Retained Liabilities shall not include any Assumed Liabilities: (a) expenses Liabilities for which Seller or any of the Seller payable its Affiliates expressly has responsibility pursuant to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees)other Transaction Document; (b) liabilities or obligations for Taxes that relate Any and all Liabilities solely to the Purchased Assets for periods extent relating to, arising out of or portions thereof ending prior resulting from Contracts to which Seller or any of its Affiliates is a party, other than the date of ClosingBusiness Contracts; (c) Any and all Liabilities in respect of any liability for Proceeding, audit, review, inquiry or examination, whether class, individual or otherwise in nature, in law or in equity, whether or not presently threatened, asserted or pending, solely to the extent arising out of, resulting from or related to, the Retained Businesses or the operation or conduct of the Excluded Assets at, prior to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyafter the Closing; (d) All intercompany payables owed by Seller or any liabilities of Seller under its Affiliates (other than the NewCo Entities), on the one hand, to any leasesof the NewCo Entities, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitieson the other hand; (e) any claims against Except as set forth in Section 2.6(g) or liabilities of Seller for injury Section 5.8, Liabilities relating to or death of persons or damage to or destruction of property (including arising under any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoingBenefit Plan; (f) any liabilities Any and all Indebtedness of Seller or any of its Affiliates (to pay severance benefits to employees of Seller employed at the extent not included in the Business whose employment is terminated prior to the calculation of Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereofIndebtedness); (g) All fees, costs and expenses incurred by Seller and/or its Affiliates in connection with this Agreement and/or the Transactions and/or related to the solicitation of any liability under any federal other potential buyers of the GES Business, the NewCo Entities and/or the Purchased Assets or state civil rights laws resulting from termination the consideration of employment strategic alternatives with respect thereto (to the extent not included in the calculation of Seller’s employeesTransaction Expenses); (h) Any and all Liabilities arising from or relating to any liabilities for medical Proceeding involving Seller, any of its Affiliates or other employee benefits for claims incurred on any of their respective directors or prior officers relating to or arising from this Agreement or the Closing DateTransactions; (i) any liability under COBRA Any and all Liabilities arising from or relating to the regulations thereunder with respect to health/medical coverage assets set forth in Section 2.7(i) of current or former employees of the Seller and their dependents who elect coverage under COBRA as required by applicable lawDisclosure Schedules; (j) any liabilities Any and all Liabilities for Seller Taxes; and (k) All other Liabilities that are not the subject of clauses (a) through (j) of this Section 2.7 to the extent (i) related to, arising out of or in connection with any of Seller’s retirement plans resulting from the Retained Business or employee benefit plans; the Excluded Assets or (kii) any bonus or other compensation payments not Primarily Related to Seller’s employees which are owed by reason of the sale of GES Business and/or the Purchased Assets, and any liabilities for salariesin each case, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities whether arising out of at or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant prior to the provisions Closing. Seller and Purchaser acknowledge and agree that neither Purchaser nor any of Section 2.02its Affiliates will be required to assume or accept any Retained Liabilities. The fact that a Liability may be excluded under one clause does not imply that it is not intended to be included under another clause.

Retained Liabilities. The Purchaser does not assumeSubject to the terms and conditions of this Agreement, and the Buyer shall not be responsible forassume and the Seller shall retain any liability or obligation not expressly included in the Assumed Liabilities, any of whether accrued, contingent or otherwise, including the following liabilities or and obligations of the Seller (collectively, the “"Retained Liabilities”"): (a) expenses all Taxes, including Transfer Taxes the Seller has agreed to assume pursuant to Section 4.5(a), imposed on the Seller or attributable to the Acquired Assets for any taxable year (or portion thereof) that ends on or before the Closing Date; (b) any liability of the Seller payable arising out of or relating to third parties arising in connection with the Seller’s execution, delivery and or performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of ClosingAncillary Agreements; (c) any liability for or related to indebtedness of the Seller to banksany employee, financial institutions consultant or other persons director or entities former employee, consultant or director of the Seller under or with respect to borrowed moneyany Employee Plan or Employment Agreement, other than any liability under or with respect to any Health Plan Policy that arises out of or relates to any event that occurs after the Closing Date; (d) any liabilities of Seller under indebtedness from borrowing or any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitieslong-term debt; (e) any claims against liability relating to any Actions arising from or liabilities of Seller for injury relating to acts, omissions or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs events occurring prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing;Date; and (f) any liabilities of Seller liability under any Contract acquired by the Buyer pursuant to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to Section 1.1(a) that arises after the Closing Date but that arises out of or in connection with relates to any breach or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or default that occurred prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Purchaser does Notwithstanding anything in this Agreement to the contrary, the Buyer is not assumeassuming (and the Seller will satisfy and perform when due, and, on the terms and shall not be responsible forsubject to the conditions of Section 8, will hold the Buyer harmless with respect to) any of the following and all liabilities or obligations of the Seller other than the Assumed Liabilities specifically identified in Section 1.4 (collectively, the “Retained Liabilities”):). The Retained Liabilities include: (a) expenses other than the obligation of the Seller payable Buyer to third parties pay 50% of any Transfer Taxes pursuant to Section 2.3 hereof, any obligation or liability for Taxes (as defined in Section 3.11 hereof, including deferred tax liabilities) arising in connection with as a result of the Seller’s execution, delivery and performance of this Agreement or any operation of the transactions contemplated hereby (includingBusiness or ownership of the Acquired Assets on or prior to the Closing Date, without limitation, legal and accounting fees)any deferred Taxes of any nature; (b) liabilities any liability or obligations obligation of the Seller for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date in respect of Closingany loan or indebtedness; (c) any liability or obligation of the Seller for or related to indebtedness in respect of Seller to banksany loan from, financial institutions or other persons or entities with respect to borrowed moneyindebtedness owed to, any stockholder; (d) any liabilities liability of the Seller under to indemnify any leasesperson by reason of the fact that such person was a director, contractsofficer, insurance policiesemployee, commitmentsstockholder or agent of the Seller or was serving at the request of the Seller as a partner, sales orderstrustee, purchase ordersdirector, Permits which are not otherwise Assumed Liabilitiesofficer, employee, or agent of another entity; (e) any claims against liability or liabilities obligation of the Seller for injury arising as a result of or out of any claim, any legal or equitable action, legal proceeding, arbitration or investigation pertaining to or death of persons or damage relating in any way to or destruction of property (including i) the Seller that was initiated at any workmen’s compensation claim) that occurs time prior to the Closing Date, (ii) the Seller that is commenced after the Closing Date regardless to the extent, and only to the extent, that it arises out of when said claim or liability is assertedrelates to an occurrence or event happening prior to the Closing Date, including or (iii) the Seller that was initiated at any claim time if it does not pertain directly to an Acquired Asset or liability for consequential or punitive damages in connection with the foregoing;an Assumed Liability. (f) any liabilities liability or obligation of the Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date arising under or incurred in connection with the making or following the sale performance of this Agreement, or any of the Purchased Assets pursuant to the provisions hereofother agreements contemplated hereby; (g) any liability under any federal of the Seller arising out of products liability or state civil rights laws resulting from termination warranty claims arising out of employment of Seller’s employees; (h) any liabilities for medical services rendered or other employee benefits for claims incurred on or products sold by the Seller prior to the Closing Date; (h) any liability of the Seller arising out of any employee welfare plan, employee profit sharing plan or employee benefit plan established or maintained by the Seller or to which the Seller contributes or any liability arising out of or relating to the termination of any such plan; (i) any and all liability under COBRA The Worker Adjustment and Retraining Notification Act (“WARN”) or under any state law concerning layoffs or the regulations thereunder with respect to health/medical coverage closing or relocation of current worksites or former employees the like which arises out of or results from any termination of employment by Seller and their dependents who elect coverage under COBRA as required by applicable lawon or before the Closing Date; (j) any liabilities arising out liability or obligation of the Seller for making payments of any kind (including as a result of the sale of the Acquired Assets or as a result of the termination of employment by the Seller of employees or other labor claims) to employees of the Seller or in connection respect of payroll taxes for employees of the Seller, including any liabilities or obligations of the Seller arising under or with any respect to the Consolidated Omnibus Budget Reconciliation Act of Seller’s retirement plans or employee benefit plans1985; (k) any bonus liability or obligation of the Seller under or with respect to any lease, contract, arrangement or commitment (other than such liabilities or obligations under the Acquired Contracts); (1) any liability or obligation of the Seller arising out of or resulting from non-compliance with any national, regional, state or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether legislatively, judicially, or administratively promulgated, including any such law, statute, ordinance, rule, regulation, order, determination, judgment or directive relating to occupational health and safety or pollution or protection of the environment (“Environmental Law”); (m) any liability of the Seller in respect of losses incurred (i) to comply with any Environmental Law; (ii) as a result of any actual, threatened or alleged spilling, leaking, pumping, pouring, emitting, dispersing, emptying, discharging, injecting, escaping, leaching, dumping, or disposing (“Release”) of any chemical substance, including but not limited to any (A) pollutant, contaminant, irritant, chemical, raw material, intermediate, product, by-product, slag, construction debris; (B) industrial, solid, liquid or gaseous toxic or hazardous substance, material or waste, (C) petroleum or any fraction thereof; (D) asbestos or asbestos-containing material; (E) polychlorinated biphenyl; (F) chlorofluorocarbons; (G) toxic mold and (H) other substance, material or waste, which is identified or regulated under any Environmental Law, as now and hereinafter in effect, or other compensation payments to Seller’s employees which are owed comparable laws (“Chemical Substance”); or, (iii) as a result of any environmental conditions present at, created by reason or arising out of the sale operations of the Purchased AssetsSeller or of any prior owner or operator of a facility or site at which the Seller operated, and arising out of any liabilities for salaries, wages, bonuses, and other compensation condition which are owed constitutes a violation of or gives rise to employees a duty to investigate or remediate under any Environmental Law which is occurring or occurred on any real property regardless of whether the Seller for services rendered through has any ownership or leasehold interest in such property on the Closing Date; , and without limit as to knowledge or amount, including any liability to remediate any Chemical Substance: (lx) generated, used, stored, disposed of or Released at any liabilities arising out of property or facility owned or leased by the Seller or its affiliates, (y) Released from or in connection with any property or facility owned or leased by the Seller or its affiliates, or (z) generated, used, stored, disposed of or Released in connection with the Seller’s operations; or (n) liabilities which are undisclosed or contingent or which relate to or arise from the Seller’s pre-Closing breach of contract or violation by Seller, of any applicable statute Applicable Law (as defined below). For purposes of this Agreement, “Applicable Law” means, with respect to any party to this Agreement, all domestic or governmental foreign federal, state or local statute, law, ordinance, rule, regulation administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or directive; and other legal requirement (mwhether legislatively, judicially, or administratively promulgated) without limitation by the specific enumeration of the foregoingapplicable to such party or its affiliates, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02properties, assets, officers, directors, employees or agents.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1.5(a) hereof, each of Seller and SCI will retain, and shall Buyer will not assume or be responsible foror 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 the conduct of Seller and/or SCI or associated with or arising from any of the following liabilities Acquired Assets, whether fixed or obligations of the Seller contingent or known or unknown (collectively, the “Retained Liabilities”):), including, without limitation, the following: (ai) expenses Liabilities relating to any Excluded Asset; (ii) Liabilities of Seller and/or SCI that constitute trade payables; (iii) Liabilities of Seller and/or SCI arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement and/or SCI (or any of their Affiliates) under any Assumed Contract that occurs prior to the transactions contemplated hereby Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Seller and/or SCI 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 and/or SCI or any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or SCI or any of their Affiliates (including, without limitation, legal any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and accounting fees)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 SCI or any of their Affiliates 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; (bvi) liabilities Seller’s or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of ClosingSCI’s deferred sales commissions; (cvii) any liability for or related to indebtedness Liabilities of Seller to banksor SCI, financial institutions based in whole or other persons in part on violations of Law or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against environmental conditions occurring or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs existing prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in connection with any of the Environmental Reports; provided that the Seller and SCI shall each remain liable for the environmental Liabilities identified on Exhibit B until Seller, SCI or Buyers at Seller or SCI’s retirement plans or employee benefit plansexpense have remediated, to the extent required by existing governmental standards, such environmental Liabilities as noted on Exhibit B; (kviii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or SCI for any bonus or other compensation payments to Seller’s employees which are owed by reason Tax for (A) operations of the sale Business prior to the Effective Time; (B) the transfer of the Purchased 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 liabilities for salaries, wages, bonuses, and other compensation which are owed Seller or SCI or otherwise distributed to employees any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time); and (ix) Liabilities of Seller for services rendered through the Closing Date; (l) any liabilities or SCI arising out of or in connection with relating to any violation by Seller, Proceeding to which Seller or SCI is a party on the date of this Agreement and relating to the Business or any applicable statute of the matters referenced on Schedule 1.5(b)(ix) except for Liabilities for actions/business changes at the Business that may be required after Closing pursuant to or governmental rule, regulation or directivearising from the Michigan monument builder’s class action claim which is identified on Schedule 1.5(b)(ix); and (mx) without limitation Liabilities arising out of the management of Seller or SCI’s Business by SCI; and (xi) Liabilities relating to any claims arising in connection with monument sales by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant or SCI prior to the provisions of Section 2.02Closing.

Retained Liabilities. The Notwithstanding anything in this Agreement to the contrary, no Purchaser does not assume, Party nor any of its Affiliates shall assume and in no event shall not be responsible fordeemed to have assumed, any Liability of the following liabilities Company or obligations any of the Seller its Affiliates whatsoever (collectively, the “Retained Liabilities”):), other than as specifically set forth in Section 2.1(c). Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (ai) expenses all Liabilities for Taxes of the Seller payable Company; (ii) any Liability arising from or related to third parties the operations of the Company or the Business, whenever arising in connection or incurred, or the ownership, development, or distribution of the Business products or the Acquired Assets by the Company prior to and through the Closing Date, including any warranty claims; (iii) all Liabilities with the Seller’s execution, delivery and performance of this Agreement or respect to any of the transactions contemplated hereby Company’s employees (includingincluding Liabilities with respect to employment compensation, without limitationbenefits or severance), legal and accounting feesincluding any accrued sales commissions or other accrued payroll obligations of the Company which are unpaid at Closing (including the employer portion of any employment or payroll Taxes with respect to any such accruals); (biv) liabilities any Indebtedness or other operating Liabilities of the Company (including accounts payable or other obligations for Taxes under any Contract). Purchaser Parties shall be under no obligation to hire any of the Company’s employees and shall not assume any Liabilities with respect to such employees. In furtherance of the foregoing, each of the Purchaser Parties is not assuming any obligations or Liabilities with respect to any employees that relate the Purchaser Parties choose not to the Purchased Assets for periods or portions thereof ending prior to the date of Closinghire; (cv) all Liabilities relating to or arising out of charges or assessments of any liability for or related Governmental Authority (x) prior to indebtedness of Seller to banks, financial institutions or other persons or entities Closing with respect to borrowed moneythe Acquired Assets and Assumed Liabilities, and (y) at any time with respect to the Excluded Assets, the Retained Liabilities and for the account of the Company; (dvi) all Liabilities or obligations owed or owing to any liabilities shareholders, members, Persons or any Affiliate of Seller under the foregoing or any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed LiabilitiesAffiliate of the Company; (evii) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior all Liabilities with respect to the Closing Date regardless Company’s violation or alleged violation of when said claim or liability is assertedany law, including any claim or liability for consequential or punitive damages in connection with the foregoinglaws relating to civil rights, health, safety, labor, discrimination, intellectual property, export controls and Environmental Laws; (fviii) any liabilities all Liabilities for warranty claims relating to or arising from operations of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (iix) any liability under COBRA and obligation of the regulations thereunder Company to indemnify any Person; (x) Indebtedness of or guaranty by the Company of any Indebtedness, of the Company; (xi) past, pending, future suits, investigations, administrative proceedings or any other proceedings or claims based on violations of any Laws relating to the Company operation of the Business prior to the Closing; (xii) any accrued sales commissions or other accrued payroll obligations of the Company which are unpaid at Closing (including the employer portion of any employment or payroll Taxes with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivesuch accruals); and (mxiii) without limitation all Contracts of the Company with, and obligations and liabilities to, any Person or legal entity that is subject to U.S. economic sanctions as administered by the specific enumeration Office of Foreign Assets Control of the foregoingU.S. Department of Treasury, or any liabilities person or legal entity that is located in any of Seller not expressly assumed by Purchaser pursuant to the provisions following countries or regions: the People’s Republic of Section 2.02China, the Russian Federation, and the Crimea, Donbas and Luhansk regions of Ukraine.

Retained Liabilities. The Purchaser does not assumeExcept as provided in Section 1(B)(i) hereof, the Company or the Principals will retain, and shall Buyer will not assume or be responsible foror liable with respect to, any of the following liabilities or obligations of the Seller Company or the Principals, whether or not arising out of or relating to the conduct of the Business or associated with or arising from any of the Acquired Assets and whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution), delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal the following: (a) liabilities and accounting fees)obligations of the Company or the Principals that constitute trade payables; (b) liabilities and obligations of the Company or obligations for Taxes that relate the Principals arising under or relating to the Purchased Assets for periods any contract or portions thereof ending prior to the date of Closingagreement other than post-closing liabilities under an Assumed Contract; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities liabilities and obligations with respect to borrowed moneythe Employee Plans and the amendment to or termination of the Employee Plans or to any persons at any time employed by the Company or to any such persons’ spouses, children, other dependents or beneficiaries, with respect to any such persons’ employment or termination of employment by the Company; (d) liabilities and obligations relating to any liabilities litigation, action, suit, claim, investigation or proceeding pending on the date hereof, or instituted hereafter, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Company, the Principals, the conduct of Seller under the Business at or prior to the Closing or the ownership, possession, use, operation, sale or other disposition at or prior to the Closing of any leasesof the Acquired Assets (or any other rights, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesproperties or assets owned or used by or associated with the Company or the Principals at any time at or prior to the Closing); (e) any claims against liabilities and obligations of the Company or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is assertedPrincipals, including any claim or liability for consequential or punitive damages based in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date whole or in connection with part on events or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal conditions occurring or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on existing at or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection relating to (i) Hazardous Materials, Environmental Requirements or Environmental Damages, (ii) claims relating to employee health and safety, including claims for injury, sickness, disease or death, or (iii) compliance or noncompliance with any of Seller’s retirement plans or employee benefit plans; (k) Laws relating to any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directiveforegoing; and (mf) without limitation by subject to Section 2(B)(d) hereof relating to personal and real property taxes payable on or with respect to the specific enumeration Acquired Assets, liabilities or obligations of the foregoing, Company or the Principals for any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Tax.

Retained Liabilities. The Purchaser does not assumeExcept for the Assumed Liabilities and notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, and Buyer shall not assume or in any way be liable or responsible forfor any liabilities, expenses, commitments, obligations, or debts of any of type or nature, known or unknown, contingent or otherwise, whether or not related to the following liabilities Business or obligations of the Seller Purchased Assets (collectively, the “Retained Liabilities”): ), including (a) expenses any Environmental Liabilities arising out of or related to the operation of Seller payable to third parties arising in connection with and the Seller’s executionBusiness, delivery and performance of this Agreement or any of conditions, events, facts, or circumstances, first occurring before the transactions contemplated hereby (including, without limitation, legal and accounting fees); Effective Time; (b) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with any current or former employee of Seller; (c) all liabilities or obligations for Taxes that relate of any kind (whether or not accrued, assessed, or currently due and payable) relating to, arising from, or incurred with respect to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; Business before the Effective Time; (d) any liabilities liability or obligation of Seller to distribute to the Stockholders or otherwise to apply all or any part of the consideration received under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; or pursuant to this Agreement; (e) any claims against liability or liabilities obligation arising out of Seller for injury to or death any Indebtedness of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; Seller; (f) any liabilities liability or obligation which is based on any act or omission of Seller to pay severance benefits to employees of Seller employed at in occurring on, before, or after the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; Effective Time; (g) any liability under or obligation that is based on any federal act or state civil rights laws resulting from termination omission of employment any Stockholder occurring on, before, or after the Effective Time, except for acts or omissions of Seller’s employees; any Stockholder occurring after the Effective Time and while such Stockholder is an employee of Buyer, which shall not be considered Retained Liabilities for the purpose of this Agreement; (h) any liabilities for medical liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any period before the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Effective Time, including any product liability claim or other employee benefits for claims incurred on or prior to the Closing Date; tort claim of any nature; and (i) any other liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees obligation of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) or any liabilities Stockholder including any liability directly or indirectly arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments relating to Seller’s employees which are owed by reason the operation of the sale Business or ownership of the Purchased AssetsAssets before the Effective Time whether contingent or otherwise, and any liabilities for salariesfixed or absolute, wagesknown or unknown, bonusesmatured or unmatured, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of present, future, or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02otherwise.

Retained Liabilities. The Purchaser Notwithstanding any provision of this Agreement to the contrary, the Company only assumes the Contributed Liabilities and does not assume, and shall not be responsible for, assume any other liability or obligation of Member (or of any predecessor owner of all or part of the following Business or the Contributed Assets, including the Vineyard Affiliates) of whatever nature whether presently in existence or arising hereafter (it being understood that the Company is responsible for any liabilities or obligations arising out of ownership or use of the Seller Contributed Assets or the conduct and operation of the Business on and after the date hereof) and all such other liabilities and obligations have been retained by and remain liabilities of Member (collectively, the “Retained Liabilities”):), including: (a) expenses all debts, claims, liabilities or obligations for any Tax arising from or with respect to the Contributed Assets (other than Taxes related to the transfer and contribution of the Seller payable to third parties arising Contributed Assets as provided in connection with Section 2.8 (Transfer Taxes)) or the Seller’s execution, delivery and performance of this Agreement operations or any conduct of the transactions contemplated hereby (including, without limitation, legal and accounting fees)Business on or prior to the date hereof; (b) all debts, claims, liabilities or obligations for Taxes that relate specifically arising out of or relating to any of the Purchased Assets for periods or portions thereof ending prior to the date of ClosingRetained Assets; (c) all debts, claims, liabilities or obligations related in any liability for or related way to indebtedness of Seller to banksthe Plans, financial institutions or other persons or entities with respect to borrowed moneythan accrued but unpaid vacation and sick leave, if any; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is assertedEnvironmental Laws, including any claim those arising out of the treatment, storage, disposal, recycling, reuse or liability arrangements for consequential disposal (whether at the Real Property or punitive damages other locations) of wastes and Hazardous Materials generated, used, handled or transported by or on behalf of Member in connection with the foregoing; (f) any liabilities operation of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to or the Closing Date or in connection with or following the sale use and occupancy of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred Real Property on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivedate hereof; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02.

Retained Liabilities. The Purchaser parties agree that Buyer is not, nor shall be considered, the successor to Seller, and that Buyer does not assumehereby agree to assume or become liable to pay, and perform or discharge any obligation or liability whatsoever of Seller or relating to the Assets or any former or present employees of Seller, including those that may be hired by Buyer, except as expressly provided for in Section 2.03(a). Seller shall retain any liability or obligation of, or responsibility for any claim against, Seller or the Business, direct or indirect, known or unknown, absolute or contingent, not be responsible forincluded in the Assumed Liabilities (the “Retained Liabilities”), any and, notwithstanding anything to the contrary in the Agreement, none of the following liabilities or obligations shall be Assumed Liabilities (and each shall be included in the definition of the Seller (collectively, the “Retained Liabilities”): (ai) expenses the obligations of Seller under this Agreement; (ii) any obligation, liability or claim that constitutes or arises from a breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement; (iii) any obligation, liability or claim that may arise from any lawsuits, actions or proceedings against Seller, except for a claim arising solely from an action carried out by Buyer subsequent to the Closing; (iv) any obligation, liability or claim that may arise from any employee, or consultant (or any former employee or consultant), for any reason or actions, who is not a New Buyer Employee, including, (i) any claim or demand of a current or former employee relating to or arising as a result of employment, termination by Seller of the employment of such employee or consultants (or former employee or consultant), or an employment agreement, whether or not written, between Seller payable or its Affiliates and any Person, including, for this purpose, with respect to third parties arising in connection any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between Seller and such Person, (ii) any liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with the Seller’s executionrespect to Seller or its Affiliates or under which Seller or its Affiliates may incur liability, delivery and performance of this Agreement or any contributions, benefits or liabilities therefor, or any liability with respect to Seller or its Affiliates’ withdrawal or partial withdrawal from or termination of any Employee Plan, (iii) any liability under the transactions contemplated hereby Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) arising as a result of any act or omission by Seller or its Affiliates, (iv) any liability of Seller or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any liability of Seller or its Affiliates for severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of Seller or its Affiliates with respect to any Current Employees, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by Seller which occurred prior to the Closing; (v) any liability with respect to New Buyer Employees with respect to the period of time prior to the Closing Date unless such liability is expressly assumed by Buyer pursuant to this Agreement; (vi) any and all Third Party Expenses (including, without limitationTransaction Expenses, legal Transaction Bonus Payments and accounting fees)Change in Control Payments) as such terms are defined in Section 5.09 below; (bvii) liabilities any other liability or obligations for Taxes obligation of, or claim against, Seller or the Business, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, determined or determinable, due or not yet due, or otherwise, that relate is not expressly assumed by Buyer under this Agreement; (viii) any liability of Seller or its Affiliates with respect to any Tax attributable to the Purchased Assets or the Business with respect to any pre-Closing Tax period, including any liability for periods or portions thereof ending prior to the date breach of Closingthe terms of any “approved enterprise” programs received by the Company which may result from the transactions contemplated by this Agreement; (cix) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) the extent arising from any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons any person or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless property, whether based on negligence, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of when said claim products sold or liability is asserted, including any claim from services performed by or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities on behalf of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or Person prior to the Closing Date; (ix) except as expressly provided in this Agreement, any liability of Seller to the extent resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by this Agreement; (xi) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawor its Affiliates that arises out of or relates to any Retained Asset; (jxii) any liabilities arising out liability of Seller for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivetransaction contemplated hereby; and (mxiii) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Specified Off Balance Sheet Liabilities.

Retained Liabilities. The Purchaser does Purchasers will not assume, assume and shall will not be responsible forliable for any obligations, commitments and liabilities of and claims against the Vendors or for any obligations, commitments or liabilities of the Business relating to the period up to the Closing Time (contingent or otherwise) including (i) liabilities of or claims against the Vendors or the Business for any breach of Contract; breach of warranty; tort; violation of law; violation of, or non-compliance with, any Environmental Laws or any environmental conditions or matters arising, originating or existing at or prior to the Closing Time including, without limitation, the environmental matters and conditions disclosed on Schedule 4.1.32, (ii) liabilities of or claims against the Vendors relating to or arising out of any of the following Excluded Assets, (iii) liabilities and obligations of the Vendors arising out of or resulting from any and all Indebtedness of the Vendors, (iv) liabilities or obligations of the Seller Vendors owed to any of their Affiliates, (collectivelyv) liabilities of or claims against the Vendors for any and all Taxes (A) of the Vendors, or (B) of, pertaining to or attributable to the Business or the Purchased Assets for any period or portion thereof prior to the Closing Time including the Taxes described on Schedule 2.5 (including any and all Taxes for which liability is or may be sought to be imposed on the Purchaser under any successor liability, transferee liability or similar provision of Applicable Law), (vi) liabilities of or claims against the Vendors or ERISA Affiliates by, or with respect to, any Employee, former employee, director, independent contractor, other service provider, dependents or beneficiaries of any of the aforementioned, or any individual claiming to be or deemed to be any of the aforementioned relating to or in respect of the employment or other service relationship, failure to employ or establish a service relationship or termination of employment or other service relationship of any individual and any compensation or benefits to be paid or provided to such individual, (vii) liabilities arising under any Vendor Benefit Plan, and (viii) liabilities arising under ERISA for which the Purchasers may have any liability solely as a result of the consummation of the transaction contemplated by this Agreement (the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution). The Vendors shall, delivery from and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) liabilities or obligations for Taxes that relate to the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to after the Closing Date regardless of when said claim Time, observe, pay, discharge or liability is asserted, including any claim or liability for consequential or punitive damages in connection with perform the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (i) any liability under COBRA and the regulations thereunder with respect to health/medical coverage of current or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable law; (j) any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plans; (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directive; and (m) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Retained Liabilities.

Retained Liabilities. The Purchaser does not assume, and shall not be responsible for, any liability or obligation of Seller of any kind or nature whatsoever unless such liability or obligation is specifically identified as an Assumed Liability in Section 3.1. Without in any way limiting the generality of the foregoing, the following liabilities or obligations of Seller assumed by Purchaser hereunder do not include the following, all of which will be paid, performed and discharged by Seller (collectively, the liabilities and obligations so retained by Seller and not assumed by Purchaser are hereinafter referred to as the “Retained Liabilities”): (a) expenses of the Seller payable to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of the transactions contemplated hereby (including, without limitation, legal and accounting fees); (b) All liabilities or obligations for Taxes that relate arising out of or relating to Seller’s ownership or operation of the Business and the Purchased Assets for periods or portions thereof ending prior to the date of Closing; (c) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money; (d) any liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilities; (e) any claims against or liabilities of Seller for injury to or death of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant to the provisions hereof; (g) any liability under any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or prior to the Closing Date; (ib) all trade and other accounts payable of Seller; (c) all Indebtedness; (d) all liabilities and obligations of Seller for Taxes, including for any liability under COBRA taxable period ending on or prior to the Closing Date, Payroll Amounts and the regulations thereunder Selling Expenses; (e) all liabilities and obligations with respect to health/medical coverage current and former employees of current Seller based upon or arising out of the employment relationship (or termination thereof) with Seller, whether or not such employee becomes an employee of Purchaser following the Closing Date, including all liabilities and obligations relating to (i) immigration matters which are based upon or arise out of acts or omissions occurring prior to the Closing Date, (ii) stock options and other equity-based compensation, severance payable or granted to, or earned or accrued, or that should have been accrued, in respect of service performed by, employees or former employees of Seller prior to the Closing Date, (iii) any Employee Plan, (iv) claims for wages or other benefits, bonuses, accrued paid time off, workers’ compensation, retention, termination or other payments, in each case, arising in connection with such Persons’ service with Seller, and their dependents who elect coverage under COBRA (v) any sale, “stay-around,” retention, change of control, severance or similar bonuses or amounts that will or may become payable in connection with or as required by applicable lawa result of the consummation of the transactions contemplated hereby; (jf) all liabilities and obligations relating to any liabilities arising out of or in connection with any of Seller’s retirement plans or employee benefit plansbulk sales Laws applicable to the transactions contemplated by this Agreement; (kg) all liabilities or obligations relating to any bonus warranty or other compensation payments services provided by Seller prior to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (lh) any all liabilities or obligations relating to, based upon or arising out of the conduct of business by Seller prior to the Closing Date, including all liabilities and obligations (i) relating to any Proceeding arising out of, relating to or otherwise in connection with respect of the operation of the Business or the Purchased Assets, (ii) relating to the Purchased Intellectual Property, including allegations that Seller violated or infringed the rights of other Persons, (iii) arising under any violation Contract not listed on Schedule 2.1(b) or under any Shared Contract as it relates to any business other than the Business; (i) all liabilities and obligations related to the Retained Assets; (j) all liabilities or obligations that arise from any breach or default by SellerSeller under any Contract, of including any applicable statute or governmental rule, regulation or directiveAssigned Contract; and (mk) without limitation by the specific enumeration of the foregoing, any all other liabilities and obligations of Seller that are not expressly assumed by Purchaser pursuant to the provisions of Section 2.02Assumed Liabilities.

Retained Liabilities. The Purchaser does not assumeNotwithstanding any provision in this Agreement, Seller shall retain and shall not be responsible for, any of only for the following liabilities or obligations of the Seller Liabilities (collectively, the “Retained Liabilities”): (a) expenses all Liabilities of Seller and/or any Affiliate of Seller other than Assumed Liabilities, including all Liabilities related to the Seller payable Excluded Assets and all Liabilities under Assumed Contracts relating to third parties arising in connection with the Seller’s execution, delivery and performance of this Agreement or any of period prior to the transactions contemplated hereby Closing Date (including, without limitation, legal and accounting feesincluding the Assumed Contracts set forth on Schedule 4.12(e)); (b) liabilities or obligations for Taxes that relate to all Liabilities of Seller and/or any of its Affiliates under the Purchased Assets for periods or portions thereof ending prior to the date of ClosingAncillary Agreements; (c) all Liabilities of Seller and/or any liability for of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Product, including, without limitation, any Liability to any equityholder of Seller or any Affiliate of Seller and including all Liabilities arising out of or related to indebtedness the litigation described on Schedule 4.6 of the Seller to banks, financial institutions or other persons or entities with respect to borrowed moneyDisclosure Schedules; (d) any liabilities all Liabilities of Seller under any leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits which are not otherwise Assumed Liabilitiesto its suppliers for materials and services relating to the Product that were delivered or provided to Seller prior to Closing; (e) all Liabilities arising out of or relating to any claims against product liability, breach of warranty or liabilities of Seller similar claim for injury to any Person or death property that resulted from the use or misuse of persons or damage to or destruction of property (including any workmen’s compensation claim) that occurs prior to the Closing Date regardless of when said claim or liability is asserted, including any claim or liability for consequential or punitive damages in connection with the foregoing; (f) any liabilities of Seller to pay severance benefits to employees of Seller employed at in the Business whose employment is terminated Product prior to the Closing Date or in connection with or following the sale of the Purchased Assets pursuant otherwise relates to the provisions hereof; Product sold (gincluding any Proceeding relating to any such Liabilities) prior to the Closing Date, which, in the case of any liability under split lots of Product, shall be determined based on the percentage of any federal or state civil rights laws resulting from termination of employment of Seller’s employees; (h) any liabilities for medical or other employee benefits for claims incurred on or such lot sold prior to the Closing Date; (if) any liability Liability under COBRA and the regulations thereunder with respect to health/medical coverage of current Seller’s employee benefits or former employees of Seller and their dependents who elect coverage under COBRA as required by applicable lawcompensation arrangements; (jg) any liabilities arising out all Liabilities for branded prescription drug fees occurring prior to January 1, 2017, it being understood and agreed, for the avoidance of or in connection with any doubt, that Seller will report ownership of Seller’s retirement plans or employee benefit plans; Product NDCs on IRS Form 8947 for all periods up to and including the 2016 reporting year (k) any bonus or other compensation payments to Seller’s employees which are owed by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, and other compensation which are owed to employees of Seller for services rendered through the Closing Date; (l) any liabilities arising out of or in connection with any violation by Seller, of any applicable statute or governmental rule, regulation or directivedue November 2017); and (mh) without limitation by the specific enumeration of the foregoing, any liabilities of Seller not expressly assumed by Purchaser pursuant all Liabilities for Taxes relating to the provisions of Purchased Assets or the Product with respect to a Pre-Closing Tax Period, including those allocated in accordance with Section 2.02.11.8(b); and