Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary: (a) except as specifically set forth in Section 1.4, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without limiting the generality of the foregoing, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities of Seller or any of its Affiliates: (i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing; (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”.

Retained Liabilities. Notwithstanding anything in Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to the contrary: (a) except as specifically set forth in Section 1.4become due, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect ofand whether contractual, statutory, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without otherwise. Without limiting the generality of the foregoing, neither the parties acknowledge that Purchaser nor any of its Affiliates shall not assume or otherwise in any way be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, responsible for any of the following Liabilities liabilities or obligations of Seller or any of its AffiliatesSeller: (ia) Liabilities under, arising out of, or with liabilities in respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any indebtedness of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the ClosingSeller; (iib) product liability and warranty claims relating to any product or service of Seller produced, manufactured, sold, performed or delivered on or prior to the Closing Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any federal, provincial, municipal or other government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by this Agreement; (d) except for the Assumed Liabilities described amounts owed in Section 1.4(c) with respect schedule 1.04(d), liabilities for salary, bonus, vacation pay or other compensation or benefits relating to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller Seller's employees for periods prior to the Closing or services provided or other work performed Date; (e) severance payments, damages for wrongful dismissal and all related costs in respect of the termination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to an Excluded Asset, including without limitation, any liability or obligation arising out of a claim by any party to any agreement which is an Excluded Asset arising out of the failure to transfer such Excluded Asset; (g) any liability or claim that may be due and owing to Seller or its Affiliates; and (h) any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, any claim for breach or non-performance of any Contract) based upon actions, omissions or events occurring on or prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”Date.

Retained Liabilities. Notwithstanding anything Neither the Purchaser nor any Affiliate of the Purchaser shall assume, or otherwise be responsible for any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liability in Section 2.3, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date (the “Retained Liabilities”). Without limitation of the foregoing provisions of this Agreement to Section 2.4, it is expressly agreed and understood that neither the contraryPurchaser nor any Affiliate of the Purchaser shall assume any of the following liabilities of the Seller Parties: (a) except any Liability of the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to or arising as specifically set forth in Section 1.4a result of employment, neither Purchaser nor any of termination by the Seller Parties thereof, or an employment agreement, whether or not written, between a Seller Party or its Affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Party and such Person, (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party’s or its Affiliates’ withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) arising as a result of any act or omission by the Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall assume have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date; (b) any Liability of Seller, or otherwise be liable imposed on the Acquired Assets or with respect to the Business, in respect ofof any Tax, or be deemed to have assumed or otherwise be liable in respect of, including without limitation any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of its Affiliates whatsoeverstate, including local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Property Taxes to the extent specifically allocated to the Purchaser pursuant to Section 6.6(c); (c) any Liability disclosed to the extent arising from any injury to or death of any person or damage to or destruction of any property, whether based on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without limiting the generality negligence, breach of the foregoingwarranty, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect ofstrict liability, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities of Seller or any of its Affiliates: (i) Liabilities under, arising out of, or with respect to, any Benefit Plan enterprise liability or any other current legal or former benefit plan, policy, program, contract equitable theory arising from defects in or arrangement use or misuse of products sold or from services performed by or on behalf of any Seller Party or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing; (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller other Person prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraudDate; (iiid) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership any Liability of the Business or Assets prior to the Closing, including Seller Parties for any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller Action to the extent arising out of, of or related to claims (i) asserted prior to the Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) with respect to, to which the Excluded Assets. The Liabilities described action or occurrence giving rise to such claim shall have arisen prior to the Closing Date; (e) except as expressly provided in this Section 1.5 are referred Agreement with respect to herein as Assumed Contracts, any Liability of the “Retained Liabilities”Seller Parties to the extent resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by this Agreement; (f) any Liability of a Seller Party or its Affiliates that arises out of or relates to any Excluded Asset; (g) any Liability of a Seller Party or the Business to any Seller Party’s Affiliates arising prior to the Closing Date; (h) any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; and (i) any Liability of a Seller Party arising out of or relating to the ownership or operation of the Business or the Acquired Assets prior to the Closing Date, including outstanding (immediately prior to the Closing) debts or obligations owed to third parties under any Assumed Contracts.

Retained Liabilities. Notwithstanding anything in Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of WL or PD, as the case may be, of any kind, character or description whatsoever (the "Retained Liabilities"). WL or PD, as the case may be, shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities, provided that WL or PD, as the case may be, shall have the ability to the contrary: (a) except as specifically set forth contest, in Section 1.4good faith, neither Purchaser nor any such claim of its Affiliates shall assume or otherwise be liable liability asserted in respect of, or be deemed to have assumed or otherwise be liable in respect of, thereof by any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (Person other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without Purchaser and its Affiliates. Without limiting the generality of the foregoing, neither the Purchaser nor any of its Affiliates shall not at the Closing, assume or otherwise be agree to perform, pay or discharge, and the Sellers shall remain unconditionally liable in respect offor, all obligations, liabilities and commitments, fixed or be deemed to have assumed or otherwise be liable in respect ofcontingent, any of the following Liabilities of Seller or any of its Affiliates: Sellers other than the Assumed Liabilities, including but not limited to: (i) Liabilities underany Union contract (including, arising out ofwithout limitation, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing; Collective Bargaining Agreement); (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contractspost-retirement benefits owing under any severance policy, Liabilities arising out ofunion contract (including, or with respect towithout limitation, the distribution, servicing, sale Collective Bargaining Agreement) or use employment agreement to any employees (whether union or not intended) of Products sold or licensed by Seller prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closingnon-union), and including Liabilities in connection with written sales agents, distributors or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, independent contractors employed by the operation or ownership of the Business or Assets Sellers prior to the Closing, liabilities for any Benefit Plan including any Proceeding arising from any matter disclosed pursuant but not limited to any of the Schedules obligations under ERISA or under COBRA; (iii) liabilities for any federal, state, local or foreign income taxes (including interest, penalties and additions to Article IV; (v) Liabilities constitutingsuch taxes), arising from or relating to any Indebtedness of Seller deferred income taxes or any single business taxes owed by or asserted against the Sellers; (iv) liabilities incurred in connection with violations of its Affiliates; (vi) Liabilities arising under any occupational safety, wage, health, welfare, employee benefit laws or regulations or Environmental Laws or arising out ofLaws, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, which violations occurred prior to the Closing; or (viiv) Liabilities any other Liens or liabilities of Seller to Sellers of any kind or nature that are not expressly assumed by the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Purchaser under Section 1.5 are referred to herein as the “Retained Liabilities”2.02 hereof; and (vi) deferred expenses.

Retained Liabilities. Notwithstanding anything in Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to the contrary: (a) except as specifically set forth in Section 1.4become due, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect ofand whether contractual, statutory, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without otherwise. Without limiting the generality of the foregoing, neither the parties acknowledge that Purchaser nor any of its Affiliates shall not assume or otherwise in any way be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, responsible for any of the following Liabilities liabilities or obligations of Seller or any of its AffiliatesSeller: (ia) Liabilities underliabilities in respect of indebtedness of Seller, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or except to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closingextent such is an Assumed Liability set forth on Schedule 1.03(d); (iib) except for the Assumed Liabilities described in Section 1.4(c) with respect product liability and warranty claims relating to the Purchased Contractsany product or service of Seller produced, Liabilities arising out ofmanufactured, sold, performed or with respect to, the distribution, servicing, sale delivered on or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any federal, provincial, municipal or other work performed government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by Seller this Agreement; (d) liabilities for salary, bonus, vacation pay or other compensation or benefits relating to Seller’s employees for periods prior to the Closing Date; (e) severance payments, damages for wrongful dismissal and all related costs in all cases regardless respect of whether the occurrence giving rise termination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to the particular Liability occurs prior to an Excluded Asset, including without limitation, any liability or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or obligation arising out of death, personal injury, property damage or consumer frauda claim by any party to any agreement which is an Excluded Asset arising out of the failure to transfer such Excluded Asset; (iiig) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, any liability or with respect to, the operation or ownership of the Business or Assets prior claim that may be due and owing to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vih) Liabilities arising under any Environmental Laws liability or arising out ofclaim for liability (whether in contract, in tort or with respect tootherwise, the ownershipand whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, use any claim for breach or operation non-performance of any currently Contract) based upon actions, omissions or formerly owned events occurring on or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”Closing Date.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary: (a) except as specifically set forth in Section 1.4Seller shall retain and be responsible for paying, neither Purchaser nor any of its Affiliates performing and discharging when due, and Buyer shall not assume or otherwise be liable in respect ofhave any responsibility for, or be deemed to have assumed or otherwise be liable in respect ofall Liabilities of Seller, any Liability as the case may be, as of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (Closing Date other than Schedule 1.4(a) or Schedule 1.4(bthe Assumed Liabilities (the “Retained Liabilities”)); and (b) without . Without limiting the generality of the foregoing, neither Purchaser nor the Retained Liabilities shall include, without limitation, any Liability (other than an Assumed Liability) arising prior to the Closing from or related to: (a) the operations of Seller and/or its Affiliates shall assume or otherwise be liable in respect ofAffiliates, or be deemed to have assumed or otherwise be liable in respect ofthe ownership, any design, development, manufacture and sale of the following Transferred Products and the Assets by Seller and/or its Affiliates, including without limitation any claims or allegations of misappropriation, violation or infringement of Intellectual Property arising out of or relating to Seller’s conduct of the Business prior to Closing. For the avoidance of doubt, Retained Liabilities shall not include any Loss or other liability arising in connection with the matter disclosed at Section 4.9(g) of the Seller Disclosure Schedules; (b) Employment Liabilities of Seller and/or its Affiliates, including but not limited to all severance costs resulting from the termination of employment of all employees of Seller who are not Transferred Employees, but other than Employment Liabilities of Transferred Employees; (c) the violation or alleged violation of any law, including but not limited to laws relating to civil rights, health, safety, labor, discrimination, and protection of the environment; (d) claims of creditors of Seller; (e) claims relating to the release, generation, disposal, sale or distribution by Seller of any Hazardous Material or any product containing Hazardous Material at any site, location or facility, including the Xxxxx Road Facility; (f) any obligation of Seller and/or its Affiliates:Affiliates to indemnify any Person; (g) any Taxes of Seller and/or its Affiliates and any Taxes attributable to Seller’s operation of the Business or use or ownership of the Assets or Transferred Products for all taxable periods (or portions thereof) ending on or prior to the Closing Date, including any Transfer Taxes and Straddle Period Taxes that are the responsibility of Seller under this Agreement; (h) any Liability under any employment, severance, retention or termination agreement entered into between Seller and any Transferred Employee; (i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of accounts payable by Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of and/or its Affiliates in connection with the Assets arising from the Transferred Agreements or their respective predecessors, Transferred Intellectual Property on or any of their respective assigns, in each case whether arising before or after the Closing; (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing)Date, and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, assumed by Buyer under the Transferred Agreements or with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV;Transferred Intellectual Property; and (vj) Liabilities constituting, arising from any action or relating to any Indebtedness of proceeding involving Seller or any of and/or its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”.

Retained Liabilities. Notwithstanding anything in this Agreement The Parties agree that, except for the Assumed Liabilities, Seller shall retain any and all liabilities or obligations of the Seller resulting from the operation of the Business prior to or as of the contraryClosing Date ("Retained Liabilities"). Retained Liabilities shall include, but are not limited to: (a) except as specifically set forth in Section 1.4any liabilities or obligations relating to or arising out of the Excluded Assets, neither Purchaser nor and any liabilities or obligations relating to or arising from the operation of its Affiliates shall assume or otherwise be liable in respect of, or be deemed the Seller and Business prior to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); andClosing Date; (b) without limiting the generality of the foregoing, neither Purchaser nor any of its Affiliates shall assume liabilities or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities of Seller or any of its Affiliates: obligations for (i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Taxes relating to the Seller or any the Seller’s transaction of its Affiliatesthe Business, the Purchased Assets or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing; (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, for any taxable period ending on or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided or Date and (ii) any other work performed by Taxes of Seller for any taxable period prior to the Closing Date, including, but not limited to, payroll, income, sales and other taxes; (in all cases regardless c) any liabilities or obligations of whether the occurrence giving rise Seller relating to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iiii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out ofthe employment, or with respect totermination of employment, the operation or ownership of the Business or Assets any Employee prior to the Closing, including or (ii) workers' compensation claims of any Proceeding arising from any matter disclosed pursuant Employee which relate to any of events occurring prior to the Schedules to Article IVClosing Date; (vd) Liabilities constituting, arising from any liabilities or relating to any Indebtedness obligations of Seller arising or any incurred in connection with the negotiation, preparation, investigation and performance of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect tothis Agreement, the ownershipother Transaction Documents and the transactions contemplated hereby and thereby, use or operation including, without limitation, fees and expenses of any currently or formerly owned or leased real propertylegal counsel, including the Leased Real Propertyaccountants, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out ofconsultants, or with respect tobusiness brokers, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”.advisers and others;

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary: (a) except Except as specifically set forth described in this Agreement, it is expressly understood by all of the Parties hereto that the Purchaser shall not assume any liabilities or obligations of Seller. Seller shall retain, pay and assume complete responsibility for any and all claims, liabilities and obligations of any kind, description or nature, whether accrued, fixed, contingent, known or unknown, or otherwise, relating to the operation of Seller’s Facility prior to the Effective Time on the Closing Date, including, without limitation, management services agreements, medical director agreements, material contracts, trade accounts, accounts payable, bank debt and other debt, Taxes (as defined below in Section 1.46.14) and any xxxxxxxx, neither Purchaser nor any of its Affiliates shall assume claims or otherwise be liable in respect of, or be deemed costs relating to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed services provided by Seller’s Facility through the Effective Time on the Schedules hereto Closing Date (other than Schedule 1.4(a) or Schedule 1.4(bcollectively the “Liabilities”)); and. (b) without limiting Notwithstanding the generality provisions of Section 2.1(a), from and after the foregoingEffective Time on the Closing Date, neither and provided further that the Consents, if any, required to be obtained by Seller from third parties to such Assumed Agreements have been obtained in accordance with this Agreement, Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed become obligated to have assumed or otherwise be liable in respect of, any of perform the following Liabilities obligations of Seller or any of its Affiliates: set forth in the Assumed Agreements, but only to the extent that such obligations (i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or arise after the Closing; Effective Time on the Closing Date, (ii) except for do not arise from or relate to any breach by the Seller of any provisions of the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, Agreements on or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing Date, (iii) do not arise from or services provided relate to any event, circumstance or other work performed by Seller condition occurring or existing on or prior to the Closing (Date that, with notice or lapse of time, or both, would constitute or result in all cases regardless a breach of whether any of the occurrence giving rise to the particular Liability occurs prior to or following the Closing)Assumed Agreements, and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership of the Business or Assets prior shall not extend to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation liability of any currently or formerly owned or leased real property, including person under an Assumed Agreement except for the Leased Real Property, prior to the Closing; or Seller (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Assumed Liabilities”).

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary: (a) except Except as specifically set forth provided in Section 1.42.6(a), neither Purchaser nor any of its Affiliates shall will not assume or otherwise agree to pay, perform or discharge, and shall not be liable in respect of, or be deemed to have assumed or otherwise be liable in respect ofresponsible for, any Liability other liabilities or obligations of Seller Sellers (collectively, "Retained Liabilities"), whether accrued, absolute, contingent or any of its Affiliates whatsoeverotherwise, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) without limitation, liabilities or Schedule 1.4(b)); and (b) without limiting the generality of the foregoing, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities of Seller or any of its Affiliates: (i) Liabilities underobligations based on, arising out of, or in connection with: (i) any expenses incurred by either Seller in connection with respect tothe negotiation, any Benefit Plan or any other current or former benefit planpreparation, policy, program, contract or arrangement execution and performance of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the ClosingTransactions; (ii) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, any events or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller circumstances occurring prior to the Closing Date, including, without limitation, any obligation or services provided or other work performed by Seller prior to the Closing (in all cases regardless liability of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or Sellers arising out of death, personal injury, property damage or consumer fraudrelating to the Assumed Liabilities which are payable or performable prior to Closing; (iii) Liabilities any Taxes which are attributable or relating to the Assets or the Business or Sellers, for Taxesany periods ending on or before the Closing Date, or which may be applicable because of Sellers sale of the Business or any of the Assets to Purchaser, except for any State of Colorado and local sales and use tax payable by Purchaser in connection with its acquisition of the Assets; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, any lease obligations or with respect to, the operation or ownership indebtedness of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IVeither Seller; (v) Liabilities constituting, arising from any unlicensed or relating to unauthorized use by either Seller of any Indebtedness of Seller trademark or any of its Affiliatesother intellectual property rights; (vi) Liabilities arising under any Environmental Laws note, account payable or arising out ofother obligation to any person, entity or with respect toGovernmental Body, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior except to the Closingextent expressly assumed herein; orand (vii) Liabilities of Seller any claims or conditions arising under any federal, state or foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders or decrees attributable or relating to the extent arising out ofAssets (including, or with respect towithout limitation, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as operation thereof) or the “Retained Liabilities”Business or either Seller.

Retained Liabilities. Notwithstanding anything in this Agreement to Except for the contrary: (a) except as specifically set forth in Section 1.4Assumed Liabilities, neither Purchaser nor any of its Affiliates shall not assume or otherwise in anyway be liable in respect ofresponsible for, or be deemed to and shall have assumed or otherwise be liable in respect ofno Liability for, any Liability Liabilities, Taxes or Contracts of Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that Purchaser is expressly disclaiming any express or implied assumption of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (Liabilities other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without the Assumed Liabilities. Without limiting the generality of the foregoing, neither Purchaser nor shall not assume, and Seller shall remain exclusively liable for any Liability that is not an Assumed Liability, including, without limitation: (i) any Liability under the Perry Real Property Lease, the Perry Equipment Lease, the Wastewater Facility Lease or any Assigned Contract which arises out of its Affiliates shall assume or relates to a breach of such Contract occurring or otherwise be liable in respect ofaccruing prior to the Closing Date, (ii) any accounts or trade payables, or be deemed to have assumed or otherwise be liable in respect of, any of the following Liabilities other financial obligations of Seller or the Business whatsoever not included with the Assumed Liabilities, (iii) any Liability arising out of its Affiliates: any Claims, including, without limitation, any employment matters or any other Claims set forth in the Disclosure Schedules, including, without limitation, the Claims listed in Schedules 3.11 and 3.12, and (iiv) any Liability not included with the Assumed Liabilities under, arising out of any Claims commenced after the Closing and arising out of, or with respect relating to, any Benefit Plan occurrence or any other current or former benefit planevent (including, policywithout limitation, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Closing; (iiemployment matters) except for the Assumed Liabilities described in Section 1.4(c) with respect to the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) of Products sold or licensed by Seller occurring prior to the Closing or services provided or other work performed by Seller prior to the Closing Date (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraud; (iii) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect tocollectively, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “"Retained Liabilities”").

Retained Liabilities. Notwithstanding anything in Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to the contrary: (a) except as specifically set forth in Section 1.4become due, neither Purchaser nor any of its Affiliates shall assume or otherwise be liable in respect ofand whether contractual, statutory, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller or any of its Affiliates whatsoever, including any Liability disclosed on the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) without otherwise. Without limiting the generality of the foregoing, neither the parties acknowledge that Purchaser nor any of its Affiliates shall not assume or otherwise in any way be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, responsible for any of the following Liabilities liabilities or obligations of Seller or any of its AffiliatesSeller: (ia) Liabilities under, arising out of, or with liabilities in respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any indebtedness of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the ClosingSeller; (iib) except for the Assumed Liabilities described in Section 1.4(c) with respect product liability and warranty claims relating to the Purchased Contractsany product or service of Seller produced, Liabilities arising out ofmanufactured, sold, performed or with respect to, the distribution, servicing, sale delivered on or use (whether or not intended) of Products sold or licensed by Seller prior to the Closing or services provided Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any federal, provincial, municipal or other work performed government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by Seller this Agreement; (d) liabilities for salary, bonus, vacation pay or other compensation or benefits relating to Seller's employees for periods prior to the Closing Date; (e) severance payments, damages for wrongful dismissal and all related costs in all cases regardless respect of whether the occurrence giving rise termination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to the particular Liability occurs prior to an Excluded Asset, including without limitation, any liability or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or obligation arising out of death, personal injury, property damage or consumer frauda claim by any party to any agreement which is an Excluded Asset arising out of the failure to transfer such Excluded Asset; (iiig) Liabilities for Taxes; (iv) except as specifically set forth in Section 1.4, Liabilities arising out of, any liability or with respect to, the operation or ownership of the Business or Assets prior claim that may be due and owing to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vih) Liabilities arising under any Environmental Laws liabilities or claims relating to or arising out ofof the Gorilla Nation Contract; and (i) any liability or claim for liability (whether in contract, in tort or with respect tootherwise, the ownershipand whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, use any claim for breach or operation non-performance of any currently Contract) based upon actions, omissions or formerly owned events occurring on or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities of Seller to the extent arising out of, or with respect to, the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”Closing Date.

Retained Liabilities. Notwithstanding anything in this Agreement Except for the Assumed Liabilities specifically and expressly assumed by Purchaser pursuant to the contrary: (a) except as specifically set forth in Section 1.43.1, neither Purchaser nor any of its Affiliates shall not assume or otherwise be become liable in on or with respect of, or be deemed to have assumed or otherwise be liable in respect of, any Liability Contract of Seller or for or with respect to any indebtedness, obligations, commitments or liabilities of its Affiliates whatsoeverSeller, including any Liability disclosed on direct or indirect, known or unknown, or absolute, vested or contingent, all of which shall be retained by Seller (herein referred to collectively as the Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b“Retained Liabilities”)); and (b) without . Without limiting the generality of the foregoing, neither Purchaser nor any of its Affiliates shall not assume or otherwise be become liable in respect offor, or be deemed to have assumed or otherwise be liable in respect of, any of and the following Retained Liabilities of Seller or any of its Affiliatesshall include the following: (ia) Liabilities underall liabilities to any federal, arising out of, state or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliateslocal Governmental Authority, or to any special purpose district, for unpaid Taxes of any type or with respect to current or former employeesdescription, or current penalties or former agents interest thereon, arising by reason of the ownership, use and/or operation of the Assets prior to or Independent Contractors, of Seller or any of its Affiliates or their respective predecessorsat the Closing Date, or any of their respective assignssales/use Tax, in each case arising from the implementation and closing of the transactions contemplated by this Agreement, whether arising before or after the Closingnot imposed on or measured by income, including any amounts due or which may become due and owing under NRS 244.335, 244.3352, 360.525 and 612.695; (iib) except for all liabilities of Seller to the Assumed Liabilities described in Section 1.4(cNevada State Gaming Control Board, the Nevada Gaming Commission and Xxxxxx City (collectively, the “Nevada Gaming Authorities”) relating to gaming activities prior to or at the Closing Date; (c) all litigation pending with respect to Seller or the Purchased Contracts, Liabilities arising out of, or with respect to, the distribution, servicing, sale or use (whether or not intended) Business as of Products sold or licensed by Seller prior to the Closing or services provided or other work performed by Seller prior to the Closing (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and including Liabilities in connection with written or implied warranties or constituting or arising out of death, personal injury, property damage or consumer fraudDate; (iiid) Liabilities for Taxesany liability or obligation under any Contract that was not an Assumed Contract; (ive) except as specifically set forth in Section 1.4, Liabilities arising out of, or with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any Indebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or with respect to, the ownership, use or operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to the Closing; or (vii) Liabilities liabilities and obligations of Seller to the extent arising out ofunder any Environmental Law and associated with, related to or with respect toarising from any environmental condition at, in, on or under the Excluded Assets. The Liabilities described in this Section 1.5 are referred to herein as Premises that existed at the “Retained Liabilities”date of Closing; and (f) any other liability, obligation or commitment not specifically and expressly assumed by Purchaser hereunder.