Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All The Retained Liabilities of shall remain the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") sole responsibility of, and shall be retained and paidby, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Company. Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities shall mean every Liability of the Company other than the Assumed Liabilities, including: (i) any Liability not set forth on Schedule 2.04(a); (ii) any Liability accrued on the Interim Financial Statements, other than the Assumed Liabilities; (iii) any Liability arising out of or relating to services or products of the Company or its Subsidiaries to the extent provided, designed, manufactured or sold prior to the Effective Time; (iv) any Liability for Taxes incurred on or prior to the Closing Date, including (A) any Taxes arising as a result of the Company’s or any of its Subsidiaries’ operation of the Business or ownership of the Purchased Assets on or prior to the Closing Date, (B) any Taxes that will arise as a result of the sale of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement and (C) any other Taxes imposed on the Company in any period; (v) any Liability under any Company Contract (other than the Assumed Contracts) and including any Liability arising out of or relating to any maintenance contract, credit facilities, trade payables, indebtedness for borrowed money, amounts due to Affiliates or any security interest related thereto; (vi) any Liability related to Real Property of the Company; (vii) any Liability arising under or relating to Environmental Law, including any Environmental Claims, in each case to the extent relating to a fact, circumstance, condition or activity existing or occurring prior to the Effective Time relating to the Company or its predecessors, Subsidiaries or Affiliates, the operation of the Business, or the leasing, ownership or operation of any Real Property, including any such Liabilities related to any Real Property set forth on Schedules 3.09(c) or (d); (viii) any Liability of the Company, any of its Subsidiaries or any ERISA Affiliate under the Employee Plans whether or not listed on Schedule 3.16(a) or other “employee benefit plan” (within the meaning of Section 3(3) of ERISA); (ix) any Liability, arising or related to time periods prior to the Closing Date in respect of any current or former employees of the Company or any of its Subsidiaries, or, relating to employment or termination of employment, including without limitation, relating to payroll, discrimination, harassment, workers’ compensation or wrongful termination; (x) any Liability of the Company or any of its Subsidiaries to any Affiliate thereof; (xi) any Liability to pay, indemnify, reimburse or advance amounts to any officer, director, employee , consultant or agent of the Company, any of its Subsidiaries or any Affiliate (including Xxxxx & Co.), or to make any severance, bonus, change of control, sales incentive or other similar payments to any director, officer , employee, consultant or agent of the Company, any of its Subsidiaries or any Affiliate; (xii) any Liability to distribute or otherwise apply all or any part of the consideration received hereunder; (xiii) any Liability arising out of any Proceeding threatened or pending as of the Effective Time and any facts, circumstances, acts or omissions occurring prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xiv) any penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by the Company or any of its Subsidiaries of any Legal Requirement prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xv) any Liability associated with any and all indebtedness for borrowed money of the Company or any Subsidiary of the Company not included in the Assumed Liabilities; (xvi) any Liability of Sellers under this Agreement or any other document executed in connection with the transactions contemplated hereby; (xvii) any Liability of the Company or any of its Subsidiaries based upon their respective acts or omissions occurring after the Effective Time; and (xviii) any Liability of the Company or any of its Subsidiaries not specifically described above but that may otherwise be set forth on Schedule 2.04(b).

Retained Liabilities. All Liabilities of the Company Seller other than the Assumed Liabilities (the "RETAINED LIABILITIES"“Retained Liabilities”) shall be retained and paidremain the sole responsibility of Seller. For the avoidance of doubt, performed and discharged when due by the Company and Parent (PROVIDED, that the Company Retained Liabilities shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):include: (i) except any Liability of Seller under any Transferred Contract that arises after the Effective Time to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to any breach thereof that occurred prior to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Effective Time; (ii) any loss Liabilities of Seller, or liability relating any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Affiliates is or has been a member, for Taxes attributable to current or former employees of the Business (and their eligible dependents and beneficiaries)Transferred Assets, including with respect to employment any Liability for Taxes resulting from or Benefit Plansarising out of any transactions contemplated in this Agreement, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the for any Pre Closing Balance Sheet as a current liability of the BusinessTax Period; (iii) any Liabilities of Seller arising out of any product liability, patent infringement, breach of warranty, government seizure, recall or similar claim for injury to person or property or any other claim related to the Transferred Assets or the Products, in each case to the extent arising prior to the Closing (including all Liabilities with respect proceedings relating to gaming chips and tokens issued by the Company (but not progressive metersany such Liabilities), except as provided otherwise herein; (iv) all any Liabilities of Seller with respect to any litigation or other claims related to Benefit Plans, except the Transferred Assets or the Products to the extent that such liability is reflected on arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing Balance Sheet as a current liability of the BusinessClosing; (v) all Indebtedness (other than current accounts payable any Liability of Seller related to any product, property, tangible or accrued expenses intangible, or service of the Company incurred or accrued in the ordinary course of business, but only Seller not related to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Products; (vi) any Liability, whether currently in existence Liability of Seller arising out of any actual or arising hereafter, owed alleged violation by the Company Seller or any of its Affiliates of any Law applicable to Seller or any of its Affiliates;; and (vii) all Liabilities related to any fines other Liability of Seller resulting from the ownership, use, operation or penalties imposed against maintenance of the Company (Transferred Assets by or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) on behalf of Seller prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing.

Retained Liabilities. All Liabilities The liabilities and obligations which shall be retained by the Company (the “Retained Liabilities”) shall consist of all liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidLiabilities, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commissionfollowing: (a) all liabilities of the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the unaudited balance sheet of the Company as of March 31, 2005, included in the Financial Statements (as defined herein); (b) all liabilities of the Company or the Stockholders resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Company or the Stockholders under this Agreement; (c) all of the Company’s trade and accounts payable (billed and unbilled); (d) all liabilities of the Company for Taxes (as hereinafter defined) incurred in respect of or measured by the income of the Company earned or realized on or prior to the Transfer TimeClosing Date, including any gain and income from the sale of the Purchased Assets and other transactions contemplated herein; (e) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (f) all liabilities of the Company arising in connection with its operations unrelated to the Company’s Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Company’s Business prior to the Closing except as otherwise specifically provided herein; (g) any liability of the Company based on its tortious or illegal conduct; (h) any liability or obligation incurred by the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers’, finders’ and other professional fees and expenses; (i) all liabilities incurred by the Company after the Closing Date; and (viiij) all other Liabilities liabilities or obligations associated with the employees, consultants, contractors or agents of the Company, including but not limited to accrued vacation for all employees, consultants, contractors or agents, any liability or obligation under or with respect to any employment, consulting, independent contractor, agency or similar agreement any plan, unemployment or workers’ compensation laws, sales commissions, or any liability or obligation arising from the termination of any employee, consultant, contractor or agent by the Company other than or any decision by the Assumed LiabilitiesBuyer not to offer employment or continued service to any employee, consultant, contractor or agent of the Company.

Retained Liabilities. All Notwithstanding any other provision in this Agreement, the Sellers shall retain and be responsible for any Liabilities of the Company other than that are not Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commissionfollowing (the “Retained Liabilities”): (a) all Liabilities for Taxes of Selling LLC or taxes related to, imposed on, or arising from the Facility or the Purchased Assets (including the gain, if any, arising to the Sellers from the sale of the Facility and the Purchased Assets to the Purchasing Entity) for any taxable period (or portion thereof) on or prior to the Transfer Time; andClosing, except for (w) any taxes payable by ABS pursuant to the License, (x) Taxes attributable to actions taken or failures to act after the Closing by the Purchaser Group, any of its Affiliates or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of the Sellers), (y) as otherwise provided in Section 10.9, or (z) real and personal property Taxes for the calendar year of the Closing attributable to the portion of the year during which the respective real or personal property of the Facility is owned by the Purchasing Entity, its Affiliates or any transferee of the Purchasing Entity or its Affiliates (the “Retained Tax Liabilities”), provided that in the case of any real or personal property Tax for any Straddle Period, (A) the amount of such Tax attributable to the portion of such Straddle Period ending on or prior to the Closing Date shall be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in the entire Straddle Period and (B) the amount of such Tax attributable to the portion of such Straddle Period beginning after the Closing Date shall be the amount of such Tax for the entire Straddle Period minus the amount of such Tax determined under clause (A) of this proviso and that in the case of all other Taxes, such Taxes shall be apportioned on the basis of an interim closing of the books at the end of the Closing Date; (viiib) all other Liabilities of exclusively associated with the Company other than the Assumed LiabilitiesExcluded Assets.

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, Time or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, Sheet and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any Liabilities, debts, obligations, undertakings or commitments of Seller (the Company “Retained Liabilities”), other than the Assumed Liabilities. The Retained Liabilities (shall include, but not be limited to, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):following: (i1) except Any Tax imposed by or payable to the extent any such liability is reflected Governmental Authority with respect to any period ending on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer TimeEffective Date; (2) Any Liability or obligation accruing, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss fact or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, circumstance which accrued occurred on or prior to the Transfer TimeEffective Date in respect to (a) Liabilities and obligations to employees of Seller, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other Liabilities and obligations to employees arising from facts or circumstances which occurred on or prior to the Effective Date, (b) any Employee Benefit Plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (c) any portion of any bonuses earned or accrued upon the basis of any events occurring on or prior to the Effective Date, (d) any accrued vacation benefits, (e) any obligation to reimburse any employee for expenses incurred on or prior to the Effective Date, or (f) any obligation to pay sales commissions to employees on account of sales made on or prior to the Effective Date and with respect to which sales Seller has received payment on or prior to the Effective Date; (3) Liabilities and obligations arising from or relating to claims or Liabilities for benefits or pay under any severance arrangement of or binding upon Seller, including those related to any alleged wrongful termination of employment solely as a result of the transactions contemplated hereby including Workers Adjustment Retraining and Notification Act (the “WARN Act”) liabilities and obligations; (4) Any Liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s Affiliates (but, then, only to the extent of such insurance coverage and the amount of any deductible or self-insured retention); (5) Any (a) inter-company charges or amounts due to Parent or any Affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, except to the extent that such liability is reflected on amounts therefor are included in the Closing Balance Sheet as a current liability calculation of the Business;Final Closing Working Capital, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than Buyer or its Affiliates upon redemption of national training coupons sold by Seller on or prior to the Effective Date in circumstances where the same are redeemed more than one (1) year after the issuance of such coupons. (iii6) all Liabilities with respect Any Accounts Payable not included in the calculation of the Final Closing Working Capital or not included in the reduction to gaming chips and tokens issued by the Company (but not progressive meters), except Cash Purchase Price as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 3.1(A); (vi7) Any (a) Liability or obligation to indemnify any Liabilitydirector, whether currently officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller from Buyer arising under this Agreement, (b) with respect to periods ending on or prior to the Effective Date, Liability arising out of or in existence connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any Liability or obligation of a conditional, contingent or similar nature, or (c) Liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred on or prior to the Effective Date; (8) [This section intentionally left blank.]; (9) The obligations of Seller, Parent or their Affiliate(s) on any guaranty of the Facilities Lease; (10) Any debts, Liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for (y) the Assumed Liabilities, and/or (z) the Training Obligations; (11) Any Liabilities or obligations which arise from or relate to any Retained Asset; (12) Any Liabilities and obligations relating to the operation prior to Closing of the Leased Premises or the Business or any other real property, buildings, improvements or other premises utilized by Seller or its Affiliates, including Liabilities arising hereafter, owed by the Company from any Environmental Laws; (13) Any Liabilities and obligations of Seller to any of its Affiliates; (vii) all Liabilities related Affiliates or to any fines of Seller’s or penalties imposed against the Company (its Affiliates’ past or with respect to the Business present directors, officers or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timestockholders; and (viii14) Except for the Assumed Liabilities, all other Liabilities and obligations of Seller or related to the operation of the Company other than the Assumed LiabilitiesBusiness prior to Closing.

Retained Liabilities. All Notwithstanding anything to the contrary herein, Seller shall remain liable for, and Seller agrees to indemnify and hold harmless Buyer and each of the other Buyer Indemnified Parties, in accordance with the provisions set forth in Section 10.3, from and against, any and all Covered Liabilities incurred by or asserted against any Buyer Indemnified Party, whether or not a claim is asserted prior to the Closing Date (except as provided in Section 2.7(b) and 2.7(c) hereof), arising from or relating to: (a) any Environmental Liability to the extent such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to a discontinued operation which was discontinued as of the Closing Date or assets no longer, as of the Closing Date, used by the Company or any of the Subsidiaries in the conduct of the Automotive Business; (b) any Environmental Liabilities to the extent (i) such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to an operating business of the Company and (ii) Seller has received actual notice of claim with respect to such Environmental Liability prior to the Closing Date; (c) any warranty (express or implied), recall or other than Assumed Liabilities corrective action liability (the a "RETAINED LIABILITIESWarranty Liability") shall be retained in respect of (i) the matters set forth in Schedule 2.7 hereof and paid, performed and discharged when due (ii) products manufactured by the Company or any Subsidiary prior to the date hereof and Parent (PROVIDEDof which the Seller has received actual notice of claim prior to the date hereof; provided that, to the extent that the Company continues to manufacture or sell such product after the Closing Date the Covered Liabilities shall be equitably allocated between the Seller and the Company and provided, further, that the Company shall have cooperate with Seller to mitigate damages. (d) the ability Pre-Closing Transactions. The liabilities set forth in Section 2.7(a) through Section 2.7(d) shall be referred to contestherein collectively as the "Retained Liabilities." Notwithstanding anything to the contrary herein, in good faithSeller shall also retain, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon or any of Buyer, the Assets): Company or one or more of the Subsidiaries, as applicable, shall transfer and assign or otherwise make available the benefits of (i) except any rights of indemnification against or rights of contribution from third parties, including the right to the extent enforcement thereof and any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Businessinsurance, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); and (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries)reserves, including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or each case with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Retained Liabilities.

Retained Liabilities. All Liabilities The liabilities and obligations which shall be retained by the Company (the “Retained Liabilities”) shall consist of all liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidLiabilities, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commissionfollowing: (a) all liabilities of the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the unaudited balance sheet of the Company as of September 30, 2004, included in the Financial Statements (as defined herein); (b) all liabilities of the Company or the Sole Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Company or the Sole Stockholder under this Agreement; (c) all of the Company’s trade and accounts payable (billed and unbilled); (d) all liabilities of the Company for Taxes (as hereinafter defined) incurred in respect of or measured by the income of the Company earned or realized on or prior to the Transfer TimeClosing Date, including any gain and income from the sale of the Purchased Assets and other transactions contemplated herein; (e) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (f) all liabilities of the Company arising in connection with its operations unrelated to the Company’s business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Company’s business prior to the Closing except as otherwise specifically provided herein; (g) any liability of the Company based on its tortious or illegal conduct; (h) any liability or obligation incurred by the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers’, finders’ and other professional fees and expenses; (i) all liabilities incurred by the Company after the Closing Date; and (viiij) all other Liabilities liabilities or obligations associated with the employees, consultants, contractors or agents of the Company, including but not limited to accrued vacation for all employees, consultants, contractors or agents, any liability or obligation under or with respect to any employment, consulting, independent contractor, agency or similar agreement any plan, unemployment or workers’ compensation laws, sales commissions, or any liability or obligation arising from the termination of any employee, consultant, contractor or agent by the Company other than or any decision by the Assumed LiabilitiesBuyer not to offer employment or continued service to any employee, consultant, contractor or agent of the Company.

Retained Liabilities. All Liabilities Except as otherwise specifically set -------------------- forth in Section 1.4(a) of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") this Agreement, Buyer shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, not assume any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss liabilities or liability obligations of the Company of any nature or descriptionkind, whether liquidated such liabilities or contingentobligations relate to payment, to the extent (a) resulting from events performance or conditions which occurred otherwise, are matured or existed prior to the Transfer Timeunmatured, are known or unknown, are contingent or otherwise, are fixed or absolute, or are present, future or otherwise (b) arising out the "Retained Liabilities"), it being understood that all of or relating to the Excluded Assets (including those items identified as Retained Liabilities shall remain the sole responsibility and obligation of, and shall be retained, paid, performed and/or discharged solely by, Sellers. Except as set forth in SECTION 1.08Schedule 1.4(a), the following shall be considered "Retained Liabilities" of the Company for the purposes of this Agreement: (i) any liability or obligation of the Company arising under this Agreement; (ii) any loss liability or obligation arising from any product liability relating claim not specifically assumed by Buyer pursuant to current Section 1.4(a) in respect of goods or former employees products of the Business (and their eligible dependents and beneficiaries), including with respect to employment manufactured or Benefit Plans, which accrued on or sold prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate; (iii) all Liabilities with respect any liability or obligation for any Tax and any related charge or amount (including any fine, penalty, interest, or addition to gaming chips and tokens issued by the Company (but not progressive metersTax), except imposed, assessed, or collected by or under the authority of any Governmental Entity or payable pursuant to any Tax-sharing agreement or any other Contract relating to the sharing or payment of any such Tax, levy, assessment, tariff, duty, deficiency, or fee, including without limitation (1) any Taxes arising as provided otherwise hereina result of Company's operation of the Business or ownership of the Acquisition Assets before the Closing Date, (2) any Taxes that will arise as a result of the sale of the Acquisition Assets pursuant to this Agreement, and (3) any liability for deferred Taxes of any nature; (iv) all Liabilities related any cost, damage, expense, liability, obligation, or other responsibility arising from or under any Law or other requirement relating to Benefit Plans(a) the soil, except land surface or subsurfaced strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource, or any Environmental Law, or (b) public or employee health and safety or designated to the extent that provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such liability is reflected on the Closing Balance Sheet as a current liability those promulgated or sponsored by industry association and insurance companies), designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions ("Occupational Safety and Health Law"); (c) fines, penalties, judgments, awards, settlements, legal or administrative Proceedings, damages, losses, claims, demands and response, remedial, or inspection costs and expenses arising under any Environmental Law or Occupational Safety and Health Law; (d) financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment, or other remediation or response actions ("Cleanup") required by any applicable Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Entity or any other Person) and for any natural resource damages; or (e) any other compliance, corrective, or remedial measures required under any Environmental Law or Occupational Safety and Health Law, including any Costs of the BusinessRemediation; (v) all Indebtedness (other than current accounts payable any liability or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent obligation arising under any Contract that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time is not assumed by Buyer under Contracts that constitute Assets)this Agreement; (vi) any Liabilityliability or obligation to indemnify any member, whether currently in existence officer, manager, employee or arising hereafter, owed by the Company to any agent of its AffiliatesCompany; (vii) all Liabilities related any liability or obligation relating to any fines accrued payroll, accrued vacation, accrued sick leave, pension benefits, employee stock option or penalties imposed against the Company (profit-sharing plans, health care plans or with respect to the Business benefits, Employee Benefit Plans or any Asset) by other benefits of any Governmental kind for employees or Regulatory Authority (includingformer employees, without limitation, the Commission) prior to the Transfer Time; andor both; (viii) all any liability or obligation under any Employee Benefit Plans or other Liabilities employment, severance, retention or termination agreement with any employees of Company or any Person; (ix) any liability or obligation arising out of or related to any employee grievance commenced or relating to periods prior to the Closing Date whether or not the affected employees become employees of Buyer; (x) any liability or obligation under any Contract that is transferred to Buyer as part of the Acquisition Assets which arises after the Closing Date and which is attributable to or associated with (1) any breach of or default under (or an event which, with the passing of time or the giving of notice, or both, constitutes a breach of or default under) any such transferred Contract, which breach, default or event occurred prior to the Closing Date, or (2) any service provided or to have been provided by Company under any such transferred Contract prior to the Closing Date; (xi) any liability or obligation to distribute to the Members of Company or otherwise apply all or any part of the consideration received hereunder; (xii) any Proceeding commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Entity or other than Person whether or not set forth in any Exhibit or Schedule delivered to Buyer, or any other Proceeding arising out of, or relating to, any occurrence or event happening before the Assumed Liabilities.Closing Date; (xiii) any liability or obligation arising out of or resulting from Company's non-compliance with any Law or any order, injunction, judgment, decree, ruling, assessment or arbitration award;

Retained Liabilities. All Anything herein the contrary notwithstanding, Buyer is not assuming nor shall it be obligated to pay, perform or otherwise discharge, and Seller shall retain and remain solely responsible for the payment or satisfaction, without recourse to Buyer, any and all Liabilities other than the Assumed Liabilities of the Company other than Assumed Seller or any of its Affiliates (collectively, “Retained Liabilities”), which Retained Liabilities include without limitation all Liabilities (A) arising from or in connection with circumstances, events or transactions occurring prior to the "RETAINED LIABILITIES"Closing Date; and (B) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in currently existing or hereafter arising with respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):to: (i) except any employment or contractor arrangements, Benefit Arrangement, Pension Plan, Multiemployer Plan or Welfare Plan maintained or participated in by Seller or any Affiliate, whether such Liability (or the claim related thereto) accrued or arose prior or subsequent to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Date; (ii) all Taxes of Seller and its Affiliates including, without limitation, any loss Tax in any way arising out of or liability relating related to current Seller’s or former employees its Affiliates’ ownership and operation of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or the Purchased Assets for the period prior to the Transfer TimeClosing Date, except whether the filing of the applicable Tax Return, if any, occurs prior or subsequent to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate, and including any Successor Taxes; (iii) Liabilities for all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinCure Costs; (iv) all any Liabilities related to Benefit Plansof Seller arising or incurred in connection with the negotiation, except to preparation, investigation and performance of this Agreement, the extent that such liability is reflected on Collateral Agreements, and the Closing Balance Sheet as a current liability transactions contemplated hereby and thereby, including, without limitation, fees and expenses of the Businesscounsel, accountants, consultants, advisers and others; (v) all Indebtedness (other than current accounts payable or accrued expenses any Liabilities associated with indebtedness of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Seller; (vi) any LiabilityLiabilities arising out of, whether currently in existence respect of or arising hereafter, owed in connection with the failure by the Company Seller to comply with any of its AffiliatesLaw or Governmental Order; (vii) all current liabilities of Seller (as determined in accordance with GAAP); and/or (viii) Liabilities related relating to the Excluded Assets. For the avoidance of doubt, Buyer shall have no obligation with respect to claims by any fines employee of Seller, including any Transferred Employee, whether under any Pension Plan or penalties imposed against for severance, unpaid wages, unpaid accrued time off, unpaid retention, severance, and other bonuses, credit for prior service, unpaid commissions or otherwise. Seller shall be responsible for any and all Liability under the Company (WARN Act or other legal requirements that arise out of or result from any termination of employment by Seller, including obligations to provide insurance coverage to current or former employees under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended , provided that Buyer complies with its obligations under Section 7.10 of this Agreement with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesTransferred Employees.

Retained Liabilities. All Notwithstanding anything to the contrary herein, Seller shall remain liable for, and Seller agrees to indemnify and hold harmless Buyer and each of the other Buyer Indemnified Parties, in accordance with the provisions set forth in Section 10.3, from and against, any and all Covered Liabilities incurred by or asserted against any Buyer Indemnified Party, whether or not a claim is asserted prior to the Closing Date (except as provided in Section 2.7(b) and 2.7(c) hereof), arising from or relating to: (a) any Environmental Liability to the extent such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to a discontinued operation which was discontinued as of the Closing Date or assets no longer, as of the Closing Date, used by the Company or any of the Subsidiaries in the conduct of the Automotive Business; (b) any Environmental Liabilities to the extent (i) such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to an operating business of the Company and (ii) Seller has received actual notice of claim with respect to such Environmental Liability prior to the Closing Date; (c) any warranty (express or implied), recall or other than Assumed Liabilities corrective action liability (the a "RETAINED LIABILITIESWarranty Liability") shall be retained in respect of (i) the matters set forth in Schedule 2.7 hereof and paid, performed and discharged when due (ii) products manufactured by the Company or any Subsidiary prior to the date hereof and Parent (PROVIDEDof which the Seller has received actual notice of claim prior to the date hereof; provided that, to the extent that the Company continues to manufacture or sell such product after the Closing Date the Covered Liabilities shall be equitably allocated between the Seller and the Company and provided, further, that the Company shall have cooperate with Seller to mitigate damages. (d) the ability Pre-Closing Transactions. The liabilities set forth in Section 2.7(a) through Section 2.7(d) shall be referred to contestherein collectively as the "Retained Liabilities." Notwithstanding anything to the contrary herein, in good faithSeller shall also retain, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon or any of Buyer, the Assets): Company or one or more of the Subsidiaries, as applicable, shall transfer and assign or otherwise make available the benefits of (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.rights

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDEDprovided, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) ): except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION Section 1.08); (ii) ; any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) ; all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) ; all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) ; all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) ; <page>any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) ; all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) and all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDEDprovided, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) ): except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, Time or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION Section 1.08); (ii) ; any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) ; all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) ; all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) ; all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, Sheet and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) ; any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) ; all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) and <page>all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDEDprovided, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) ): except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION Section 1.08); (ii) ; any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) ; all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) ; all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) ; all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) ; any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) ; <page>all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) and all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All At Closing, the Seller and/or its Affiliates shall retain all Liabilities of for, and the Company other than Assumed Liabilities Purchaser shall not have any obligation or Liability concerning the following (collectively the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) any Liabilities under the Contracts and Licenses and Permits which have arisen or accrued and pertain to a period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts and Licenses and Permits, except to the extent the Purchaser receives a credit for such Liabilities under Article 9; and (b) the payment of all Taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Purchaser has received a credit for such Taxes under Article 9; and (c) the employment of any such liability employees of Seller’s Affiliates, including the payment of any compensation, accrued paid time off, sick time, personal days and any amounts accrued under any employee benefit or welfare plan of the Seller; and (d) any claim for personal injury or property damage to a Person which is reflected based on any event which occurred at the Real Property or in connection with the Businesses prior to the Closing Date; (e) any claim arising out of the construction of any of the Improvements; (f) any Liabilities (including costs of cleanup, containment or other remediation) arising during (but not prior to) Seller’s ownership of the Assets and prior to the Closing Date Balance Sheet as a current liability of the Business, from or in connection with any loss environmental health or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) safety liabilities and/or environmental claims arising out of or relating to (i) the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); ownership or operation by Seller or its Affiliates of any of the Assets, or (ii) any loss bodily injury (including illness, disability and death, regardless of when any bodily injury occurred, was incurred or liability relating to current or former employees manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the Business (and their eligible dependents and beneficiaries), including use of real property) or other damage of or to any Person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by Seller or its Affiliates with respect to employment the Assets, that was present or Benefit Planssuspected to be present on or before the Closing Date on or at the Real Property (or present or suspected to be present on any other property, which accrued if such Hazardous Material was present or suspected to be present on the Real Property, on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive metersDate), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to or was released or allegedly released by Seller or its Affiliate on or at the extent that such liability is reflected Assets at any time on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities Closing Date. The rights and obligations of the Company other than Parties under this Section 2.4 shall survive the Assumed LiabilitiesClosing.

Retained Liabilities. All Liabilities of Except as otherwise expressly set forth in this Agreement or the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidOTA, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contestPurchaser is not assuming, in good faithconnection with the transactions contemplated hereby or thereby, any such claim liabilities or obligation of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon Seller under any of the Assets):Seller Assets which have arisen, accrued or relate to any period prior to the Closing Date, whether direct or indirect, known or unknown, asserted or unasserted, liquidated or unliquidated, or absolute or contingent, including, but not limited to; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)intentionally omitted; (ii) any loss the payment of all taxes and assessments due and payable or liability relating to current or former employees accrued but not yet paid arising from Sellers’ ownership and operation of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or Properties prior to the Transfer TimeClosing Date, except to the extent that Purchaser has received a credit for such liability is reflected on the Closing Balance Sheet as a current liability of the Businesstaxes and assessments under Section 7; (iii) all Liabilities with respect any claim, whether direct or indirect, known or unknown, or absolute or contingent, for personal injury, workers compensation, or property damage to gaming chips and tokens issued a Person against Seller which is based on, or relates to, any event which occurred at the Properties prior to the Closing Date, excluding any damages caused or exacerbated by the Company (but not progressive meters), except as provided otherwise hereinPurchaser; (iv) all Liabilities related intentionally omitted; (v) any actual, pending or threatened litigation with respect to Benefit Plansany of the Seller Assets which relates to events that occurred prior to the Closing Date, excluding any damages caused or exacerbated by Purchaser; (vi) any amounts due or that may become due as a result of (A) any determination by Medicare or Medicaid, any fiscal intermediary, or any federal or state Governmental Authority or any Third Party Payor that any amounts paid to Seller for any services provided by Seller at a Property (including, for the avoidance of doubt, any claims with respect to Medicare advance payments) prior to the Closing Date resulted in (x) an overpayment, (y) cost report adjustments, or (z) any other recoupment or determination that funds previously paid by such payor must be repaid, and (B) any fines, penalties, assessments, and other charges associated with any such determinations, in each case, except to the extent that such liability is reflected on the Closing Balance Sheet as Purchaser has received a current liability of the Businesscredit therefor under Section 7 or Section 8; (vvii) all Indebtedness any claims, litigation or other liabilities arising from or related to any violation of applicable Health Care Laws with respect to any period prior to the Closing Date; and (other than current accounts payable viii) any claims by any resident (or accrued expenses his or her estate or heirs) for bodily injury, harm or death or by any regulatory body, in each case as a result of the Company incurred or accrued in the ordinary course contraction of businessCOVID19 (as hereinafter defined), but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheetrelating to acts, and other than to the extent omissions, events or circumstances first arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) occurring prior to the Transfer Time; and Closing Date. The term “COVID-19” as used herein shall mean, as the context may require, the virus known as “COVID-19” or “SARS-CoV2” or any mutation thereof, or the disease known as “coronavirus disease 2019,” or any similar ailment. All items contained in this Section 2(d) are the “Retained Liabilities”. The Retained Liabilities shall be retained and discharged in accordance with their terms by Seller (viii) all other Liabilities of subject to the Company other than the Assumed Liabilitieslimitations otherwise expressly set forth in this Agreement).

Retained Liabilities. All Liabilities Any liability whatsoever, whether fixed or contingent, recorded or unrecorded, known or unknown, with respect to the Property accrued and/or arising solely from events which occurred prior to the Closing (except as otherwise expressly set forth herein), including (subject to the foregoing limitations): (a) any matters placed of record by or on behalf of Seller or Seller Related Party or as a result of the Company other than Assumed Liabilities (actions by or on behalf of Seller or Seller Related Parties after the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due Contract Date which are not approved by the Company Buyer; (b) any and Parent all accounts payable or other trade payables for which Buyer did not receive a credit at Closing; (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (ic) except to the extent any such liability Buyer did not receive a credit at Closing or for which Buyer is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, responsible pursuant to the extent (a) resulting from events express terms of this Agreement, tax obligations, including all federal, state, local or conditions which occurred special purpose district tax and withholding liabilities and obligations of Seller or existed any of its respective Affiliates with respect to periods prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance SheetClosing, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liabilityinterest, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (thereon or with respect to the Business returns filed or required to be filed in connection therewith; (d) liabilities arising from any Asset) claims by any Governmental third parties for personal injury or Regulatory Authority (including, without limitation, the Commission) property damage arising out of events occurring prior to the Transfer TimeClosing; and (viiie) all liabilities or obligations of Seller or its affiliates for brokerage or other Liabilities commissions relating to the transactions contemplated herein; (f) liabilities relating to or arising from any contracts between Seller and any of the Company its affiliates or any contract obligations not expressly assumed by Buyer; and (g) any security and other than the Assumed Liabilitiesdeposits, advance or prepaid rents not prorated pursuant to this Agreement or for which Buyer did not receive a credit at Closing. SEC. The U.S. Securities and Exchange Commission.

Retained Liabilities. All Liabilities Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any Liabilities, debts, obligations, undertakings or commitments of Seller (the Company “Retained Liabilities”), other than the Assumed Liabilities. The Retained Liabilities (shall include, but not be limited to, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):following: (i1) except Any Tax imposed by or payable to the extent any such liability is reflected Governmental Authority with respect to any period ending on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer TimeEffective Date; (2) Any Liability or obligation accruing, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss fact or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, circumstance which accrued occurred on or prior to the Transfer TimeEffective Date in respect to (a) Liabilities and obligations to employees of Seller, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other Liabilities and obligations to employees arising from facts or circumstances which occurred on or prior to the Effective Date, (b) any Employee Benefit Plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (c) any portion of any bonuses earned or accrued upon the basis of any events occurring on or prior to the Effective Date, (d) any accrued vacation benefits, (e) any obligation to reimburse any employee for expenses incurred on or prior to the Effective Date, or (f) any obligation to pay sales commissions to employees on account of sales made on or prior to the Effective Date and with respect to which sales Seller has received payment on or prior to the Effective Date; (3) Liabilities and obligations arising from or relating to claims or Liabilities for benefits or pay under any severance arrangement of or binding upon Seller, including those related to any alleged wrongful termination of employment solely as a result of the transactions contemplated hereby including Workers Adjustment Retraining and Notification Act (the “WARN Act”) liabilities and obligations; (4) Any Liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s Affiliates (but, then, only to the extent of such insurance coverage and the amount of any deductible or self-insured retention); (5) Any (a) inter-company charges or amounts due to Parent or any Affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, except to the extent that such liability is reflected on amounts therefor are included in the Closing Balance Sheet as a current liability calculation of the Business;Final Closing Working Capital, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than Buyer or its Affiliates upon redemption of national training coupons sold by Seller on or prior to the Effective Date in circumstances where the same are redeemed more than one (1) year after the issuance of such coupons. (iii6) all Liabilities with respect Any Accounts Payable not included in the calculation of the Final Closing Working Capital or not included in the reduction to gaming chips and tokens issued by the Company (but not progressive meters), except Cash Purchase Price as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 3.1(A); (vi7) Any (a) Liability or obligation to indemnify any Liabilitydirector, whether currently officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller from Buyer arising under this Agreement, (b) with respect to periods ending on or prior to the Effective Date, Liability arising out of or in existence connection with any violation of a statute or arising hereaftergovernmental rule, owed by regulation, directive or other requirement, and any Liability or obligation of a conditional, contingent or similar nature, or (c) Liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred on or prior to the Company to any of its AffiliatesEffective Date; (vii) all Liabilities related to any fines 8) Any Liability of Seller or penalties imposed against the Company (or with respect its Affiliates to the former owner(s) of the Business for royalty payments, deferred purchase price or any Asset) by any Governmental or Regulatory Authority (other obligation including, without limitation, all liabilities under the Commissionagreement between Seller and the former owner of the Business identified in Schedule 3.4(B)(8); (9) The obligations of Seller, Parent or their Affiliate(s) on any guaranty of the Facilities Leases; (10) Any debts, Liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Transfer TimeEffective Date, except for (y) the Assumed Liabilities, and/or (z) the Training Obligations; (11) Any Liabilities or obligations which arise from or relate to any Retained Asset; (12) Any Liabilities and obligations relating to the operation prior to Closing of the Leased Premises or the Business or any other real property, buildings, improvements or other premises utilized by Seller or its Affiliates, including Liabilities arising from any Environmental Laws; (13) Any Liabilities and obligations of Seller to any of its Affiliates or to any of Seller’s or its Affiliates’ past or present directors, officers or stockholders; and (viii14) Except for the Assumed Liabilities, all other Liabilities and obligations of Seller or related to the operation of the Company other than the Assumed LiabilitiesBusiness prior to Closing.

Retained Liabilities. All At Closing, Seller shall retain all Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): for (i) except the payment of any amounts due and payable or accrued but not yet due or payable prior to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of under the BusinessTenant Leases, any loss or liability of the Company of any nature or descriptionContracts, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (Trade Payables and their eligible dependents Licenses and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer TimePermits, except to the extent that Purchaser has received a credit for such liability is reflected on Liabilities under Section 11.2, (ii) the Closing Balance Sheet as a current liability payment of the Business; (iii) all Liabilities with respect to gaming chips Taxes due and tokens issued by the Company (payable or accrued but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related yet due or payable prior to Benefit Plansthe Closing, except to the extent that Purchaser has received a credit for such liability is reflected on the Closing Balance Sheet as a current liability of the Business; Taxes under Section 11.2, (viii) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only with respect to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than employment of any Employees to the extent arising following or accruing or earned prior to the Transfer Time under Contracts that constitute Assets); Closing, including the payment of any Compensation, bonus or incentive compensation, or Earned Vacation due to such Employees, (viiv) any Liabilitylien, encumbrance, liability or obligation of any nature whatsoever, whether currently in existence fixed or arising hereaftercontingent, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines recorded or penalties imposed against the Company (unrecorded, known or unknown, with respect to the Business Hotel (to the extent accrued as of the Closing whether known to have existed by Seller at the Closing or otherwise, including, without limitation, any Asset) by any Governmental and all obligations and liabilities that are known to Seller as of the Closing or Regulatory Authority become known to Seller after the Closing for acts or omissions (including, without limitation, personal injury or property damage or breach of contract) the Commission) events giving rise to which occurred prior to the Transfer Time; and Closing (viiiwhether known to have existed at the Closing or otherwise), but subject to Section 15.8, and (v) all any claim for personal injury or property damage to a Person (other Liabilities than any Purchaser Indemnitee in connection with any matter for which Purchaser is to indemnify Seller Indemnitees pursuant to Section 4.1.5) which injury or damage occurred prior to Closing and is based on any event which occurred at the Property during the period of Seller’s ownership of the Company other than Property, including, without limitation, any litigation disclosed on Schedule 2.4 (the Assumed “Retained Liabilities”). The Parties rights and obligations under this Section 2.4 shall survive the Closing.