Common use of Retained Obligations Clause in Contracts

Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, the Seller Parties shall retain the following (the “Retained Obligations”): (a) Any and all obligations Obligations in any way relating to the ownership and/or operation of the Excluded Assets and liabilities of Seller the Retained Assets; (b) All Property Costs and other costs which are for the payment account of Xxxxxxxx LLC pursuant to Section 2.4(a) or improper payment of royaltiesSection 11.2; (c) Ad valorem, rentals property, severance and other similar payments under taxes or assessments based upon or measured by the Leases relating to ownership of the Subject Interests to Assets or the extent production therefrom attributable to periods any period prior to the Effective Time; ; (bd) all obligations of Seller under the Contracts for Excluded Taxes; (ie) overhead charges related to periods prior All litigation relating to the Effective Time, Assets existing as of the Closing Date; (iif) costs and expenses incurred prior Any liability to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties third parties for personal injury or death to the extent occurring prior to before the Effective Time Closing Date as a result of the ownership and/or operation of the Assets; ; (d)(ig) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect Any payment obligations relating to the ownership or and operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates attributable to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior , other than those related to the Effective TimeSuspense Funds, Environmental Liabilities, and plugging, abandonment, and surface restoration of the oil, gas, injection, water, or other xxxxx located on the lands covered by the Leases; (h) The disposal or transportation by any Seller Party (or any of their Affiliates) of any Hazardous Substances to any location not on the Assets or lands pooled or unitized therewith in violation of any Environmental Law; and (gi) Seller’s All Obligations attributable to or arising out of (i) the Seller Parties’ or their Affiliates’ employment relationship with its employees and Seller’s of their employees, (ii) the Seller Parties’ or their Affiliates’ employee benefit plans; , or (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (jiii) the Excluded Assets (collectivelySeller Parties’ or their Affiliates’ responsibilities under the Employee Retirement Income Security Act of 1974, the “Retained Obligations”as amended, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)respect of employee benefit plans applicable to their employees.

Retained Obligations. Provided that the Closing occurs, Seller shall retain indefinitely all obligations and liabilities related to (a) the Excluded Assets (b) all liability of Seller to third parties for personal injury, bodily injury, illness or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (c) ad valorem, property, severance and similar taxes attributable to the period of time prior to the Effective Time retained by Seller; (d) all litigation existing or threatened Claims as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time, including, without limitation, any matters described in Schedule 5.1(g), and (e) all obligations, liabilities and Claims relating to any pollutant, contaminant or toxic or hazardous materials that may have originated from, or been removed from, any of the Assets which were disposed of offsite of the Assets during the time period November 1, 2011 until Closing; for a period of two (2) years from Closing, and not thereafter, Seller shall retain (f) all obligations and liabilities of Seller for the payment or improper payment of royalties, overriding royalties, production payments, net profits interests, rentals and other similar payments under attributable to Seller’s interests in the Leases Leases, Units and Xxxxx relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; (bg) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and Time, (iii) other payment obligations that accrue and become due prior to the Effective Time; , (civ) all liability of Seller to Third Parties joint interest xxxxxxxx and trade payables, and (vi) for personal injury or death to the extent occurring alleged breach thereof prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain all obligations and liabilities related to the Excluded Assets indefinitely, and for a period of six (6) months from Closing, and not thereafter, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, and (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; provided, however, that Seller shall retain such obligations and liabilities beyond the six-month period to the extent, and only to the extent, the same is asserted prior to the expiration of the six-month period and is covered and paid by Seller’s insurance; (d)(id) any and all income Taxesad valorem, franchise Taxes property, severance and similar Taxes imposed by any applicable law on Seller or any taxes attributable to the period of its affiliates, or any combined, unitary, or consolidated group of which any of time prior to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne Effective Time retained by Seller pursuant to Section 10.02(b)(iii) (insofar as the same are based on the tax rates and methodology used or Section 12.02, (iii) any Taxes imposed that was in effect on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time); (e) except as disclosed in Schedule 5.1(e), if any, all pending litigation involving the Seller (with regard to its ownership operation or use of the Assets) existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; and (f) any offsite disposal additional costs, liabilities, penalties or fines arising from or in connection with the Compliance Order described in item 3 of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (gSchedule 5.1(g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets attached hereto (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for for, under, relating to or arising from (a) the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods accruing prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties any claim for personal injury or death relating to the extent Assets and occurring prior to the Effective Time as a result Closing Date to the extent arising out of or attributable to the operation of period prior to the AssetsClosing Date; (d)(id) (i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law Law on Seller or Parent or any of its their affiliates, or any combined, unitary, unitary or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne born by Seller pursuant to Section 10.02(b)(iii) or Section 12.0212.01(c)(i)), (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, Assets and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all the litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Timematters set forth on Schedule 5.06; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring Seller, prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability any breach by Seller of any of Seller’s representations and warranties contained in Article V (or the corresponding representation and warranty made by Seller under any credit facilitiesin the certificate delivered pursuant to Section 10.04(c) or its covenants hereunder); (i) all liability of any act or omission by Seller under involving or relating to the Excluded Assets or any hedging, swap, put, call, collar, future, derivative or similar arrangementother assets excluded from the Assets pursuant to the terms hereof; and (j) the Excluded matters set forth on Schedule 5.06; (k) taxes of Seller and (l) liens, security interests and similar charges against the Assets relating to amounts that are being disputed in good faith by Seller as of the date hereof or the Closing Date, as applicable (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating Notwithstanding anything to the Subject Interests contrary in this Agreement, Buyer will not assume or be obligated to the extent attributable to periods prior to the Effective Time; (b) all pay, perform or otherwise discharge liabilities or obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Affiliates not expressly referenced in Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets 2.3 (collectively, the “Retained Obligations”), including: (a) all Liabilities of Seller to the extent arising out of or related to the Excluded Assets; (b) all Tax Liabilities to the extent arising out of or related to the ownership or operation of Acquired Assets or the operations of the Transferred Business attributable to taxable periods, or portions thereof, ending prior to the Effective Time; (c) all Liabilities with respect to current and former employees of Seller other than the liabilities and obligations assumed by Buyer and its Affiliates as provided in Section 2.3(d) and in Section 7.8 with respect to the Transferring Employees; (d) any obligations to provide continuation coverage under COBRA (and notice of the right to elect such coverage) to Transferring Employees, Employees associated with the Acquired Assets or the Transferred Business who do not become Transferring Employees (and their dependents or former dependents), and former dependents of Transferring Employees who became eligible for continuation coverage under COBRA on account of a “qualifying event” (as defined under COBRA) occurring prior to the Effective Time; (e) all Liabilities of Seller, any Seller Subsidiary or any ERISA Affiliate of Seller relating to any Benefit Plan or Benefit Arrangements other than the liabilities and obligations assumed by Buyer and its Affiliates as provided in Section 7.8 with respect to the Transferring Employees; (f) all Liabilities (including Encumbrances) of Seller with respect to the mortgage bonds and any other existing indebtedness for money borrowed by Seller (including items specified due to Seller’s Affiliates), including indebtedness described on Schedule 2.4(f) and including any indebtedness for money borrowed by Seller on or after the date hereof; (g) Current Liabilities as of the Effective Time except as provided in (cSection 2.3(c), (de), (f), (g), ) or (h), ; (h) any fines or penalties imposed by any Governmental Entity resulting from any violation of Permits or Law by Seller that occurred prior to the Effective Time; (i)) all Liabilities that relate to Seller’s breach of a representation or warranty or other provision of, or a failure to perform any obligation under, any Transferred Contract or Shared Contract, or any such event which with the passing of time or the giving of notice, would constitute such breach or failure, in each case that occurred prior to the Effective Time; and (j) and (k) hereinany Liabilities to the extent attributable to or resulting from the disposal or other Release of or exposure to Hazardous Substances associated with the Acquired Assets or any Site at any Off-Site Location prior to the Effective Time, the “Specified Retained Obligations”)but excluding any migration or other Release of Hazardous Substances from any Site onto adjacent or nearby properties.

Retained Obligations. Provided that the Closing occursBuyer shall not assume or be responsible for any, and Seller shall retain (a) all obligations and liabilities pay, perform and discharge when due all, Liabilities of Seller for other than the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets Assumed Liabilities (collectively, the “Retained Obligations”). The Retained Obligations include the following: (i) all Accounts Payable whether relating to the Business, Shared Business, Retained Business or otherwise; (ii) any Proceedings against Seller with respect to the Acquired Assets, the Business, the Shared Business, or otherwise, whether or not disclosed to Buyer on any Schedule or otherwise, pending or threatened as of the Closing Date or arising, whether before or after the Closing, from acts, omissions, events or conditions occurring or existing on or prior to the Closing Date; (iii) any Liability under any Environmental Law or otherwise relating to the Environment or Hazardous Substances (including any Liability associated with, resulting from or arising out of the facts and circumstances disclosed on Schedule 3.01(q)) arising from facts or circumstances existing or occurring on or prior to the Closing Date; (iv) any Liability under any Acquired Contract to the extent that it arises out of or relates to any breach by Seller; (v) any Liability for Taxes, including any deferred Taxes of any nature, any sales Tax related to, resulting from or arising out of the conduct of the Business or the Shared Business on or prior to the Closing Date, and any Transaction Sales Taxes; (vi) any Liability under any Seller Contract not assumed by Buyer pursuant to this Agreement; (vii) any Liability under the Employee Benefit Plans or relating to payroll, severance, bonuses, vacation, or sick leave of any kind offered or maintained by Seller for Employees (other than the Assumed Employee Vacation Liabilities or any other Liabilities as relate to the Hired Employees that arise after the Closing Date and relate solely to the period following the Closing Date) or any other Liability of Seller to or in respect of any Employee or employment practices or matters whether based on breach of contract, wrongful discharge, retaliatory discharge, bad faith, impairment of economic opportunity, intentional infliction of emotional harm or any other tort, violations of any constitutional right, age discrimination or any other form of hiring or employment discrimination, under every applicable Law, including any and all state anti-discrimination Laws, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and the items specified Americans With Disabilities Act, as amended,; (viii) any Liability to any shareholder of Seller, except any Liability that arises from any action or failure to act of Buyer; (ix) any Liability of Seller based upon Seller’s acts or omissions occurring on or after the Closing Date; (x) any Liability of Seller with respect to Indebtedness, including the current portion of any Indebtedness and any prepayment penalties associated therewith; (xi) any Liability arising from the ownership and operation of the Excluded Assets before, on or after the Closing; (xii) any Liability arising from or claimed to have been incurred by reason of an alleged defect or defects in any products or services manufactured, distributed, rendered or sold by Seller prior to the Closing Date, including arising from any claim of breach of express or implied warranty; provided, however, that Buyer shall promptly give notice to Seller of any such claim, permit Seller to satisfy such claim in accordance with any applicable warranty terms and reasonably cooperate with Seller in the satisfaction of such claim (cwhich cooperation shall not be deemed to include any obligation to expend any material sums); (xiii) any suits, actions or claims relating to workers’ compensation or otherwise involving injury, disability or death occurring in the course of employment to any Employees of Seller relating to periods on or prior to the Closing Date; and (d)xiv) any suits, (f)actions or claims arising from any violation or alleged violation of any collective bargaining agreement or similar agreement with Employees of Seller, (g)or from any violation or alleged violation by Seller of the National Labor Relations Act, (h)as amended, (i)rules and regulations thereunder, (j) and (k) herein, the “Specified Retained Obligations”)or any other Law governing labor relations.

Retained Obligations. Provided that Notwithstanding anything in this Agreement to the contrary, Buyer neither assumes nor hereby agrees to fulfill, perform, pay or discharge (or cause to be fulfilled, performed, paid or discharged), and each Seller agrees to retain sole responsibility for and to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to: (a) the Excluded Assets; (b) all litigation existing as of the Closing occursDate with respect to the Assets; (c) any personal injury or death arising out of such Seller’s ownership or operation of the Assets prior to the Closing Date; (d)(i) any and all income Taxes, Seller shall retain franchise Taxes and similar Taxes imposed by any applicable Law on Sellers or any of their Affiliates or any of their direct or indirect owners, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (aii) Asset Taxes allocable to Sellers pursuant to Section 9.03, taking into account, and without duplication of, such Asset Taxes effectively borne by Sellers pursuant to Section 12.01 or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof for straddle periods) ending before the Effective Time; (e) all obligations and liabilities of Seller Sellers for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods accruing prior to the Effective Time; (bf) all obligations of such Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; and (cg) all liability Losses arising out of Seller to Third Parties for personal injury or death to the extent occurring resulting from: (i) any offsite disposal, prior to the Effective Time as a result Closing, of Hazardous Substances arising from the operation or use of the Assets; (d)(iii) any Hedge Contracts relating to the Assets; and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on Debt Contracts of any Seller or with respect any Affiliate relating to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occursExcept as otherwise provided in this SuperMom’s Contribution Agreement, Seller SuperMom’s shall retain sole responsibility for and shall pay, perform and discharge when due all Obligations of SuperMom’s (regardless of whether asserted before or after the Effective Time), other than the NT Bakery Assumed SuperMom’s Obligations (collectively, the “SuperMom’s Retained Obligations”), including the following: (a) all obligations Obligations, Claims and liabilities Losses to the extent arising out of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to SuperMom’s Business or the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Timeownership, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury operation or death to the extent occurring prior to the Effective Time as a result use of the operation of the Assets; (d)(i) SuperMom’s Assets at any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (b) all Obligations associated with Contracts other than the Transferred SuperMom’s Contracts; and all Obligations associated with the Transferred SuperMom’s Contracts which relate to goods or services delivered or provided (or to be delivered or provided) before the Effective Time); (c) Taxes relating to the SuperMom’s Assets or arising out of the SuperMom’s Business, to the extent provided in Article 5; (d) all Obligations, Claims and Losses relating to the Excluded Assets; (e) all Obligations, Claims and Losses arising pursuant to or relating to any Benefit Plans sponsored, maintained or contributed to by SuperMom’s or any of its ERISA Affiliates, including, any pension withdrawal liabilities related to any Benefit Plan to which SuperMom’s or any other Person (whether or not incorporated) that, within the six-year period ending on the applicable Employee Transfer Date, is or was treated as an ERISA Affiliate, currently contributes, has contributed or had an “obligation to contribute” (as defined in ERISA Section 4212) or any other Benefit Plan, including any multiemployer plan (as defined in ERISA Section 3(37)), that previously may have been established by SuperMom’s or any ERISA Affiliate to which SuperMom’s or any ERISA Affiliate has or had an “obligation to contribute” for current or former SuperMom’s Employees, including those listed in Section 2.4(e) of the SuperMom’s Disclosure Schedules; (f) any offsite disposal all Obligations, Claims and Losses relating to employees of hazardous materials by Seller from SuperMom’s and its Affiliates who do not become Acquired Employees, except for Obligations, Claims and Losses relating to a failure of NT Bakery to offer employment to such employees where NT Bakery was obligated under the Subject Interests Formation Agreement; (g) all Obligations, Claims and Losses relating to offsite locations occurring SuperMom’s Employees who become Acquired Employees with respect to the period prior to the Effective Timeapplicable Employee Transfer Date; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; and (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)Third-Person Payables.

Retained Obligations. Provided that the Closing occursoccurs and subject to Buyer’s indemnification obligations set forth in Section 16.03, Seller shall retain (but only to the extent the same do not constitute Permitted Encumbrances, Indemnified Title Defects, Assumed Environmental Obligations or Indemnified Environmental Defects) all Losses related to (a) all obligations and liabilities of Seller for the payment mispayment or improper non- payment of royalties, rentals overriding royalties, net profits interests and other similar payments under the Leases relating burdens on production (in each case) attributable to the Subject Interests to the extent attributable to periods Assets and accruing prior to the Effective Time; in each case, only to the extent that Buyer has provided Seller with a timely Claim Notice in accordance with Section 16.05 prior to the date that is thirty-six (36) months following the Closing; (b) all obligations any liability of Seller, or otherwise imposed on the Assets in respect of any Tax, including without limitation, any liability of Seller for the Taxes of any other Person under the Contracts for Treasury Regulation 1.1502-6 (i) overhead charges related to periods prior or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Taxes that are specifically allocated to the Effective Time, (ii) costs Buyer pursuant to Section 11.03 and expenses incurred prior any Transfer Taxes allocated to the Effective Time for goods and services provided prior Buyer pursuant to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective TimeSection 11.02; (c) all liability any contamination or condition that is a result of any off-site disposal by Seller of any Hazardous Substances produced from any of the Assets on, in or below any properties not included in the Assets that occurs prior to Third Parties the Closing, for personal injury which, and to the extent, that remediation of such contamination or death condition is required by any Environmental Law; in each case, only to the extent occurring that Buyer has provided Seller with a timely Claim Notice in accordance with Section 16.05 prior to the Effective Time as a result of date that is thirty-six (36) months following the operation of the AssetsClosing; (d)(id) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable Losses attributable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or obligations with respect to the ownership period prior to Closing and payable to any Affiliate of Seller, other than for goods or operation services furnished in the ordinary course of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Timebusiness; (e) all litigation existing as of the Closing Date, any Property Expenses for which Seller is responsible pursuant to the extent it relates to the period of time prior to the Effective TimeSection 12.04; and (f) any offsite disposal of hazardous materials by Seller from the Subject Interests Losses relating to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s or employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets plans (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) ), and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller (a) Sellers shall retain all obligations and liabilities related to (ai) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Sellers pursuant to Section 2.4(b) or Section 12.2, (iii) ad valorem, property, and similar Taxes attributable to periods of time prior to the Effective Time and Excluded Taxes; (iv) all litigation existing as of the Effective Time, whether or not disclosed on Schedule 7.6, (v) costs, expenses and other Losses attributable to the termination, repurchase, or novation of the Transferred Derivatives as contemplated by Section 11.8, and (vi) the matter described in Section 14.7 indefinitely; (b) for a period of eighteen (18) months from Closing, and not thereafter, Sellers shall retain all obligations, liabilities, damages, duties and other obligations that relate to the ownership or operation of the Assets prior to the Effective Time (but excluding the liabilities described in clause (c) below), including (i) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; and (bii) all obligations of any Seller under the Contracts Material Agreements for (iA) overhead charges related to periods prior to the Effective Time, (iiB) costs costs, expenses, losses and expenses damages incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iiiC) other payment obligations that accrue and become due prior to the Effective Time; and (c) for a period of twelve (12) months from Closing, and not thereafter, Sellers shall retain all liability of any Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the ownership or operation of the Assets; provided, however, that Sellers shall retain such obligations and liabilities beyond the twelve (d)(i12) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of month-period to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountextent, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect only to the ownership or operation of the Excluded Assetsextent, covered and paid by Sellers’ insurance (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the collectively “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occursExcept as otherwise provided in this Refining Contribution Agreement, Seller MPC shall retain sole responsibility for and shall pay, perform and discharge when due all Obligations of MPC (regardless of whether asserted before or after the Effective Time) other than the SPP Refining Assumed MPC Obligations (collectively, the “MPC Retained Obligations”), including the following Obligations: (a) all obligations Obligations, Claims and liabilities Losses to the extent arising out of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to Refinery Business or the extent attributable to periods prior to ownership, operation or use of the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods Refinery Assets at any time prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) including all liability of Seller to Third Parties for personal injury or death Environmental Liabilities to the extent occurring prior arising out of or relating to the Effective Time as a result Refinery Business or the ownership, operation or use of the operation of the Assets; (d)(i) Refinery Assets at any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time, except for the SPP Refining Assumed Refinery Remediation Liabilities; (b) all Obligations associated with Contracts other than the Transferred Refinery Contracts and Transferred Refinery IP Agreements; and Obligations associated with the Transferred Refinery Contracts and Transferred Refinery IP Agreements which relate to goods or services delivered or provided (for to be delivered or provided) before the Effective Time; (c) all Obligations associated with fines or penalties assessed by any offsite disposal Governmental Authority under any Environmental Law, the Existing Refinery Soil & Groundwater Consent Decrees or the Existing Refinery Consent Decrees, and related to the Refinery Business or the ownership, operation or use of hazardous materials by Seller from the Subject Interests Refinery Assets, but only to offsite locations occurring the extent such fines or penalties relate to the Refinery Business or the ownership, operation or use of the Refinery Assets, or non-compliance with the Existing Refinery Consent Decrees or the Existing Refinery Soil & Groundwater Consent Decrees, in each case, prior to the Effective Time; ; (d) Environmental Liabilities in connection with the shipment, transfer, treatment, recycling, storage or disposal (in each case, off-site from the Refinery Real Property) of Hazardous Substances generated as a result of or in connection with the operations of the Refinery Assets prior to the Effective Time (but, in any case, excluding the SPP Refining Assumed Refinery Remediation Liabilities); (e) the MPC Retained Refinery Remediation Liabilities; (f) Taxes relating to the Refinery Assets or arising out of the Refinery Business, to the extent provided in Article 7; (g) Seller’s employment relationship with its employees all Obligations, Claims and Seller’s employee benefit plans; Losses relating to the Excluded Assets, including any Environmental Liabilities arising out of the ownership, operation, use or maintenance thereof; (h) all liability Obligations, Claims and Losses arising pursuant to or relating to any Benefit Plans sponsored, maintained or contributed to by MPC or any of Seller under its ERISA Affiliates, including any credit facilities; pension withdrawal liabilities related to any Benefit Plan to which MPC or any other Person (whether or not incorporated) that, within the six-year period ending on the applicable Employee Transfer Date, is or was treated as an ERISA Affiliate, currently contributes, has contributed or had an “obligation to contribute” (as defined in ERISA Section 4212) or any other Benefit Plan, including any multiemployer plan (as defined in ERISA Section 3(37)), that previously may have been established by MPC or any ERISA Affiliate to which MPC or any ERISA Affiliate has or had an “obligation to contribute” for current or former employees of MPC or such Person, including those listed in Section 2.4(h) of the MPC Disclosure Schedules; (i) all liability Obligations, Claims and Losses relating to current or former employees of Seller MPC and its Affiliates who do not become Acquired Employees, except for Obligations, Claims and Losses relating to a failure of SPP Refining to offer employment to such employees where SPP Refining was obligated under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and the Formation Agreement to offer employment to such employees; (j) all Obligations, Claims and Losses relating to Refinery Employees who become Acquired Employees with respect to the Excluded Assets (collectively, period prior to the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and applicable Employee Transfer Date; and (k) herein, the “Specified Retained Obligations”)all Third-Person Payables.

Retained Obligations. Provided that the Closing occurs, Seller shall Sellers hereby retain (a) all obligations and liabilities of Seller for the payment or improper following (collectively the "Retained Obligations"): (a) the payment of royalties, rentals and other similar payments under the Leases relating any tax owed by Sellers attributable to the Subject Interests ownership or operation of the Assets prior to the Effective Time, including (i) Sellers' pro rata share of ad valorem taxes under Section 10.03, but in any event only to the extent attributable to the taxable periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to or portions thereof ending before the Effective Time, (ii) costs severance or production taxes relating to Oil and expenses incurred prior to Gas produced from the Effective Time for goods and services provided Assets prior to the Effective Time and (iii) other payment the federal and state income tax obligations that accrue and become due prior to of Sellers, (b) any suit, or action against any Seller pending by or before any Governmental Authority, on or before the Effective Time; , including without limitation those described in Schedule 5.06; (c) all any liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect criminal penalties attributable to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; ; (gd) Seller’s employment relationship with its employees subject to Buyer's obligations to make payments pursuant to Sections 11.12(b)(iv) and Seller’s employee benefit plans; (h11.12(d) all liability of Seller under any credit facilities; the Contribution Agreement, (i) all any liability for claims asserted by any employees of Seller under Sellers or for claims arising out of or related in any hedging, swap, put, call, collar, future, derivative or similar arrangement; and way to (jA) the Excluded Assets employment, termination of employment or terms or conditions of employment of employees or applicants of Sellers or their affiliates (collectivelyor employees or applicants otherwise relating to the operation of the Assets) or (B) the failure by Sellers or their affiliates to comply with any law, the “Retained Obligations”order, and the items specified decree, or ordinance relating to employment, in each of (c), (d), (f), (g), (h), (i), (jA) and (kB) hereinto the extent arising or occurring on or before the Closing Date, and (ii) without limiting the “Specified generality of the foregoing, any liability arising under (1) any employee benefit plan, program, arrangement or agreement (each, a "Plan") of Sellers or their affiliates, (2) any Plan for the benefit of or that benefits the employees of Sellers or Sellers' affiliates, or (3) the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended, based upon any such Plans (where an "affiliate" of Sellers means any Person which, together with any of Sellers, would be treated as a single employer under Section 414 of such Internal Revenue Code); and (e) Environmental Defects arising out of Oil and Gas operations or activities on the Producing Mineral Properties to the extent such Oil and Gas operations or activities (i) were conducted prior to the Effective Time or (ii) are conducted from and after the Effective Time pursuant to or under existing Mineral Contracts as in effect as of the date of this Agreement; provided, however, if the existing Mineral Contracts are amended or modified by Buyer or its successors or assigns for ministerial purposes or to change the royalty or bonus payments thereunder and such modification or amendment does not have the effect of expanding, increasing or extending Sellers' liability under this Agreement for its Retained Obligations”, then such modification or amendment shall not relieve Sellers from their liability under this Section 12.01(e)(ii).

Retained Obligations. Provided that the Closing occursBuyer shall not assume or be responsible for any, and Seller shall retain (a) all obligations and liabilities pay, perform and discharge when due all, Liabilities of Seller for other than the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets Assumed Liabilities (collectively, the “Retained Obligations”). The Retained Obligations include the following: (i) all Accounts Payable whether relating to the Business, Shared Business, Retained Business or otherwise; (ii) any Proceedings against Seller with respect to the Acquired Assets, the Business, the Shared Business, or otherwise, whether or not disclosed to Buyer on any Schedule or otherwise, pending or threatened as of the Closing Date or arising, whether before or after the Closing, from acts, omissions, events or conditions occurring or existing on or prior to the Closing Date; (iii) any Liability under any Environmental Law or otherwise relating to the Environment or Hazardous Substances (including any Liability associated with, resulting from or arising out of the facts and circumstances disclosed on Schedule 3.01(g)) arising from facts or circumstances existing or occurring on or prior to the Closing Date; (iv) any Liability under any Acquired Contract to the extent that it arises out of or relates to any breach by Seller; (v) any Liability for Taxes, including any deferred Taxes of any nature, any sales Tax related to, resulting from or arising out of the conduct of the Business or the Shared Business on or prior to the Closing Date, and any Transaction Sales Taxes; (vi) any Liability under any Seller Contract not assumed by Buyer pursuant to this Agreement; (vii) any Liability under the Employee Benefit Plans or relating to payroll, severance, bonuses, vacation, or sick leave of any kind offered or maintained by Seller for Employees (other than the Assumed Employee Vacation Liabilities or any other Liabilities as relate to the Hired Employees that arise after the Closing Date and relate solely to the period following the Closing Date) or any other Liability of Seller to or in respect of any Employee or employment practices or matters whether based on breach of contract, wrongful discharge, retaliatory discharge, bad faith, impairment of economic opportunity, intentional infliction of emotional harm or any other tort, violations of any constitutional right, age discrimination or any other fonn of hiring or employment discrimination, under every applicable Law, including any and all state anti-discrimination Laws, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, and the items specified Americans With Disabilities Act, as amended,; (viii) any Liability to any shareholder of Seller, except any Liability that arises from any action or failure to act of Buyer; (ix) any Liability of Seller based upon Seller’s acts or omissions occurring on or after the Closing Date; (x) any Liability of Seller with respect to Indebtedness, including the current portion of any Indebtedness and any prepayment penalties associated therewith; (xi) any Liability arising from the ownership and operation of the Excluded Assets before, on or after the Closing; (xii) any Liability arising from or claimed to have been incurred by reason of an alleged defect or defects in any products or services manufactured, distributed, rendered or sold by Seller prior to the Closing Date, including arising from any claim of breach of express or implied warranty; provided, however, that Buyer shall promptly give notice to Seller of any such claim, permit Seller to satisfy such claim in accordance with any applicable warranty terms and reasonably cooperate with Seller in the satisfaction of such claim (cwhich cooperation shall not be deemed to include any obligation to expend any material sums); (xiii) any suits, actions or claims relating to workers’ compensation or otherwise involving injury, disability or death occurring in the course of employment to any Employees of Seller relating to periods on or prior to the Closing Date; and (d)xiv) any suits, (f)actions or claims arising from any violation or alleged violation of any collective bargaining agreement or similar agreement with Employees of Seller, (g)or from any violation or alleged violation by Seller of the National Labor Relations Act, (h)as amended, (i)rules and regulations thereunder, (j) and (k) herein, the “Specified Retained Obligations”)or any other Law governing labor relations.

Retained Obligations. Provided that Notwithstanding anything in this Agreement to the contrary, Buyer neither assumes nor hereby agrees to fulfill, perform, pay or discharge (or cause to be fulfilled, performed, paid or discharged), and each Seller agrees to retain sole responsibility for and to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and liabilities, known or unknown, with respect to: (a) the Excluded Assets; (b) all litigation existing as of the Closing occursDate with respect to the Assets; (c) any personal injury or death arising out of such Seller's ownership or operation of the Assets prior to the Closing Date; (d)(i) any and all income Taxes, Seller shall retain franchise Taxes and similar Taxes imposed by any applicable Law on Sellers or any of their Affiliates or any of their direct or indirect owners, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (aii) Asset Taxes allocable to Sellers pursuant to Section 9.03, taking into account, and without duplication of, such Asset Taxes effectively borne by Sellers pursuant to Section 12.01 or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof for straddle periods) ending before the Effective Time; (e) all obligations and liabilities of Seller Sellers for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods accruing prior to the Effective Time; (bf) all obligations of such Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; and (cg) all liability Losses arising out of Seller to Third Parties for personal injury or death to the extent occurring resulting from: (i) any offsite disposal, prior to the Effective Time as a result Closing, of Hazardous Substances arising from the operation or use of the Assets; (d)(iii) any Hedge Contracts relating to the Assets; and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on Debt Contracts of any Seller or with respect any Affiliate relating to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain from and after the Closing, all liabilities and obligations existing with respect to the Seller, the Acquired Assets and the Business immediately prior to the Effective Time, other than the Assumed Obligations, Including all Losses based upon, arising out of or resulting from any of the following (acollectively, the "Retained Obligations"): (i) all obligations and liabilities of the Seller for the payment or improper payment of royalties, rentals and other similar payments performance under the Leases Assigned Contracts, arising or accruing prior to the Effective Time; (ii) all obligations relating to the Subject Interests Transferred Employees arising or accruing prior to the Effective Time (Including all accrued wages, vacation pay, required contributions and related payroll obligations), together with any claims by any employee or former employee of the Seller arising out of the employment or termination of employment of such employee or former employee by Seller or its Affiliates, Including all obligations in respect of Employee Benefit Plans; (iii) any Taxes of the Seller, any Taxes attributable to the Acquired Assets or the Business for any period prior to the Effective Time, excluding any Taxes that are prorated to Buyer pursuant to Section 13.2, and, to the extent asserted against the Buyer, or any Affiliate thereof or any asset of the Buyer or any such Affiliate; (iv) any third party claims against any of the Acquired Assets or the Business or the Seller to the extent attributable to periods occurrences or events which occurred prior to the Effective Time and any liabilities arising out of any Actions referred to in Schedule 3.6; (v) all of the long-term debt of Seller, Including the current portion thereof and all interest thereon; (vi) all liabilities with respect to services performed by Seller prior to the Effective Time, without regard to (A) the basis or theory of claim (negligence, strict tort, breach of express or implied warranty, fraud or failure to warn, test, inspect or instruct or otherwise), (B) the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other) or (C) whether the claim arose or is asserted before or after the Effective Time; (vii) all liabilities of Seller to customers or third parties with respect to shortages or defects in services performed for customers prior to the Effective Time, including, but not limited to, liabilities for product warranty claims; (viii) all Liabilities arising out of the employment relationship between Seller and any of its employees or former employees existing at any time, whether before or after the Effective Time, including, but not limited to, all Liabilities relating to any Employee Benefit Plan sponsored or maintained by Seller or any Affiliate of Seller or to which Seller has made contributions, claims arising under any collective bargaining agreement or trust, all severance claims of any employee of such Seller (including, but not limited to, such claims relating to or resulting from the consummation of the transactions contemplated hereby) and all workers' compensation, unemployment compensation or state or federal discrimination claims, claims arising under the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the National Labor Relations Act, as amended, OSHA, ERISA, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act, as amended, contract claims (express or implied) or tort claims, demands, investigations or proceedings relating to matters which occurred prior to the Effective Time; provided, however, that Seller shall have no obligations or responsibilities with under the WARN Act with respect to the termination of any employees by Buyer; (bix) all obligations accounts payable, accrued expenses and other balance sheet liabilities of Seller under the Contracts for Seller; (ix) overhead charges related to periods prior all liabilities relating to the Effective Time, (ii) costs and expenses incurred prior to operation of the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due Business prior to the Effective Time; and (cxi) all liability of Seller liabilities related to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne offsite Disposal by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods accruing prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(id) any and all income Taxesad valorem, franchise Taxes property, severance and similar Taxes imposed by any applicable law on Seller or any taxes attributable to the period of its affiliates, or any combined, unitary, or consolidated group of which any of time prior to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne Effective Time retained by Seller pursuant to under Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, 9.02; and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets Time (collectively, the “Retained Obligations”). Specifically excluded from the Retained Obligations is any duty, obligation, or liability arising from or relating to any Environmental Defect or any Permitted Encumbrance except obligations agreed to be retained by Seller pursuant to Section 3.02(b)(ii) and (iii). Specifically included as a Retained Obligation is any Claim or obligation relating to the items specified Xxxxxx 00-0X Xxxx, XXX # 00-000-00000. Except as to any matter that is the subject of a Claim for indemnification by Buyer delivered in accordance with Section 14.05, below, effective two (c2) years after the Closing all Retained Obligations except for those described in Sections 14.01(c), (d) and (e) shall become Assumed Obligations. The Retained Obligations described in Sections 14.01(c), (f), (g), (h), (i), (jd) and (ke) herein, and the “Specified Retained Obligations”)Obligation relating to the Monroe 39-2H Well shall never become Assumed Obligations and shall not be subject to any deductible applicable to Seller’s indemnity of Buyer.

Retained Obligations. Provided that Notwithstanding the Closing occursprovisions of Section 1.4 or any other provision of this Agreement, Seller shall retain (a) all obligations any Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and liabilities regardless of Seller any disclosure to Buyer, except for the payment Assumed Obligations, Buyer shall not assume or improper payment of royaltiesbe obligated to pay, rentals perform or otherwise discharge (and other similar payments under the Leases relating Sellers shall retain, pay, perform or otherwise discharge without recourse to the Subject Interests to the extent attributable to periods prior to the Effective Time; (bBuyer) all any liabilities or obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective TimeSellers of any kind, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury character or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxesdescription whatsoever, franchise Taxes and similar Taxes imposed by any applicable law on Seller whether direct or any of its affiliatesindirect, known or any combinedunknown, unitaryabsolute or contingent, matured or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountunmatured, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) currently existing or Section 12.02, hereinafter arising (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), including without limitation, the following: (d), (f), (g), (ha) except as otherwise set forth in Section 1.7(a), (i) any Seller’s liability for Taxes through the Closing, (ii) any Seller’s liability for Taxes arising in connection with the consummation of the transaction contemplated hereby (including any income Taxes arising because Sellers are transferring the Station Assets), and (iii) any Seller’s liability for unpaid Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; (b) any liability pursuant to any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing on or prior the Closing Date; (c) all liabilities relating to Employee Plans (as defined herein) and employment (or termination of employment) of any employee, director, consultant, or other person providing services for any of Sellers or their subsidiaries or Affiliates; (d) any indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date and any accrued and unpaid interest with respect thereto; (e) any liability arising from or related to any breach of , failure to perform under, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Station Contract, any FCC License or any Permit, in each case prior to the Closing Date, or the failure to obtain any consents required with respect thereto; (f) any liability arising from or related to any compliance or noncompliance prior to the Closing Date with any Law applicable to any of Sellers, the Business or the Station Assets; (g) any liability arising from or related to any action against any of Sellers, the Business or the Station Assets pending as of the Closing Date or based upon any action, event, circumstance or condition arising prior to the Closing Date; (h) any liability under the Fair Labor Standards Act arising out of the classification of any employees of the Business as “exempt employees” on or prior to the Closing Date; (i) any liability incurred by any Seller or any Person other than Buyer arising out of or relating to the negotiation and preparation of this Agreement and the Ancillary Agreements (including fees and expenses payable to all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or finders’ fees for persons not engaged by Buyer; (j) and all intercompany payables owed by any Seller to Parent or any direct or indirect subsidiary of Parent; and (k) herein, the “Specified Retained Obligations”)liabilities under the Shared Contracts allocated to Sellers pursuant to Section 1.3.

Retained Obligations. Provided that the Closing occursExcept as otherwise provided in this Marketing Contribution Agreement, Seller SSA shall retain sole responsibility for and shall pay, perform and discharge when due all Obligations of SSA (regardless of whether asserted before or after the Effective Time), other than the NT Retail Assumed SSA Obligations (collectively, the “SSA Retained Obligations”), including the following: (a) all obligations Obligations, Claims and liabilities Losses to the extent arising out of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to Marketing Business or the extent attributable to periods prior to ownership, operation or use of the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods Marketing Assets at any time prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) including all liability of Seller to Third Parties for personal injury or death Environmental Liabilities to the extent occurring prior arising out of or relating to the Effective Time as a result Marketing Business or the ownership, operation or use of the operation of the Assets; (d)(i) Marketing Assets at any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time, except for the NT Retail Assumed Marketing Remediation Liabilities; (b) all Obligations associated with Contracts other than the Transferred Marketing Contracts; and Obligations associated with the Transferred Marketing Contracts which relate to goods or services delivered or provided (for to be delivered or provided) before the Effective Time); (c) all Obligations associated with fines or penalties assessed by any offsite disposal Governmental Authority under any Environmental Law, the Existing Marketing Soil & Groundwater Consent Decrees, or the Existing Marketing Consent Decrees, and related to the Marketing Assets or the Marketing Business, but only to the extent such fines or penalties relate to the operation of hazardous materials by Seller from the Subject Interests to offsite locations occurring Marketing Assets or non-compliance with the Existing Marketing Consent Decrees or Existing Marketing Soil & Groundwater Consent Decrees, in either case, prior to the Effective Time; ; (d) Environmental Liabilities in connection with the shipment, transfer, treatment, recycling, storage or disposal (in each case, off-site from the Marketing Real Property) of Hazardous Substances generated as a result of or in connection with the operations of the Marketing Assets prior to the Effective Time (but, in any case, excluding the NT Retail Assumed Marketing Remediation Liabilities); (e) the SSA Retained Marketing Remediation Liabilities; (f) Taxes relating to the Marketing Assets or arising out of the Marketing Business, to the extent provided in Article 7; (g) Seller’s employment relationship with its employees all Obligations, Claims and Seller’s employee benefit plans; Losses relating to the Excluded Assets, including any Environmental Liabilities arising out of the ownership, operation, use or maintenance thereof; (h) all liability Obligations, Claims and Losses arising pursuant to or relating to any Benefit Plans sponsored, maintained or contributed to by SSA or any of Seller under its ERISA Affiliates, including, any credit facilities; pension withdrawal liabilities related to any Benefit Plan to which SSA or any other Person (whether or not incorporated) that, within the six-year period ending on the applicable Employee Transfer Date, is or was treated as an ERISA Affiliate, currently contributes, has contributed or had an “obligation to contribute” (as defined in ERISA Section 4212) or any other Benefit Plan, including any multiemployer plan (as defined in ERISA Section 3(37)), that previously may have been established by SSA or any ERISA Affiliate to which SSA or any ERISA Affiliate has or had an “obligation to contribute” for current or former employees of SSA or such Person, including those listed in Section 2.4(h) of the SSA Disclosure Schedules; (i) all liability Obligations, Claims and Losses relating to employees of Seller SSA and its Affiliates who do not become Acquired Employees, except for Obligations, Claims and Losses relating to a failure of NT Retail to offer employment to such employees where NT Retail was obligated under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and the Formation Agreement; (j) all Obligations, Claims and Losses relating to SSA Employees who become Acquired Employees with respect to the Excluded Assets (collectively, period prior to the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and applicable Employee Transfer Date; and (k) herein, the “Specified Retained Obligations”)all Third-Person Payables.

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, the Assumed Obligations shall not include, and Seller shall retain and hereby agrees to fulfill, perform, pay and discharge (a) all obligations and liabilities of Seller for the payment or improper payment of royaltiescause to be fulfilled, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Timeperformed, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury paid or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) discharged), any and all income Taxesliabilities, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliatesDamages, duties, or any combinedobligations, unitary, known or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Dateunknown, to the extent it relates to the period they are attributable to, arise out of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedgingor in connection with, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets are based upon (collectively, the “Retained Obligations”): (a) the Excluded Assets (including the ownership or operation thereof); (b) Property Costs relating to the Assets with respect to the period prior to the Effective Date; (c) Seller Taxes; (d) any personal injury or death attributable to, or arising out of, Seller’s or any of its Affiliates’ ownership or operation of the Assets prior to the Closing Date; (e) the off-site disposal of any Hazardous Substances, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or other materials of any nature generated by or on behalf of Seller or any of its Affiliates or otherwise produced from or attributable to any of the Assets operated by Seller or its Affiliates and taken from a location that is on or within any of such operated Assets to a location that is not on or within any of such operated Assets, to the extent that such disposal occurred prior to the Closing Date; (f) any fines or penalties of Governmental Authorities levied at any time against Seller or any of its Affiliates, or imposed or assessed at any time related to or arising out of Seller’s or its Affiliates’ ownership or operation of the Assets prior to the Closing Date; (g) the actions, suits, proceedings and other matters set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2 in order for Seller’s representation in Section 4.2 to have been true and correct at and as of the Execution Date and the items specified in (cClosing), (d), (f), (g), ; (h), ) the gross negligence or willful misconduct of Seller or any of its Affiliates in connection with the ownership or operation of the Assets prior to the Closing Date that is alleged by any Third Party; or (i) any payment, nonpayment, mispayment or miscalculation by or on behalf of Seller or any of its Affiliates of any Royalties, similar Lease burdens or other production proceeds owing to Working Interest owners and escheat obligations, in each case, attributable to periods prior to the Effective Date (excluding, however, Suspense Funds that are properly held in suspense and for which a downward adjustment to the Purchase Price is made at Closing pursuant to Section 2.3(g), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that Notwithstanding anything contained herein to the Closing occurscontrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of Seller of any kind or nature whatsoever other than the Assumed Obligations (the “Retained Obligations”). Seller shall retain pay and satisfy in due course all Retained Obligations. Without limiting the generality of the foregoing, the Retained Obligations shall include, but not be limited to, the following: (a) all obligations any liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, investment bankers, consultants, advisers and others; (b) any liabilities of Seller for the payment or improper payment (i) except for Current Liabilities, any taxes of royalties, rentals and other similar payments under the Leases Seller relating to the Subject Interests Business, the Publishing Assets or the Retained Obligations; (ii) except as provided by Section 10.1, any taxes of Seller that arise out of the consummation of the transactions contemplated hereby; or (iii) except for Current Liabilities, any other taxes of Seller of any kind or description (including any liability for taxes of Seller that becomes a liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or law); (c) any liabilities relating to or arising out of the Excluded Assets; (d) any liabilities in respect of any pending or threatened action arising out of, relating to or otherwise in respect of the operation of the Business or the Publishing Assets to the extent attributable such action relates to such operation on or prior to the Closing Date; (e) except as provided by Section 5.5, any liabilities of Seller arising under or in connection with any benefit plan providing benefits to any present or former employee of Seller; (f) any “Success & Retention Bonus” (the “Retention Bonus”) promised or owed to any employee of Seller under it’s “Publishing Transition Incentive Program”; (g) any severance or other payment due any Excluded Employee (as defined herein); (h) any liabilities under unfulfilled commitments, quotations, purchase orders, customer orders or work orders for the Business to the extent the rights of Seller are not made available to Buyer; (i) any liabilities under the Contracts to the extent the rights of Seller are not made available to Buyer; (j) any liabilities associated with debt, loans or credit facilities of Seller and/or the Business; (k) any liabilities arising out of, in respect of or in connection with the failure by Seller to comply with any law or government order; and (l) any pending or threatened litigation arising out of the Publishing Assets or the Business for all periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that Notwithstanding anything to the Closing occurscontrary in this -------------------- Agreement, Buyer will not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations of Seller shall retain (collectively, the "Retained Obligations"): -------------------- (a) all liabilities and obligations and liabilities of Seller for arising out of or related to the payment Excluded Assets; (b) all Tax liabilities and obligations to the extent arising out of or improper payment related to the ownership or operation of royaltiesAcquired Assets or the operations of the Ohio T&D Business attributable to taxable periods, rentals or portions thereof, ending before or as of the Effective Time; (c) all liabilities and obligations with respect to current and former employees of Seller other similar payments than the liabilities and obligations related to Transferring Employees described in Section 2.3(c), and, except as provided in -------------- Section 7.8, severance benefits of such employees; (d) all liabilities and obligations of Seller, any Seller Subsidiary or any ERISA Affiliate of Seller relating to any Benefit Plan including but not limited to any such liability (i) relating to benefits payable under the Leases any Benefit Plan; (ii) relating to the Subject Interests Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to a multi-employer plan; (iv) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (v) with respect to any noncompliance with ERISA or any other applicable laws; or (vi) with respect to any suit, proceeding or claim that is brought against Seller, Buyer, any Benefit Plan, or any fiduciary or former fiduciary of any such Benefit Plan; (e) all obligations (including Encumbrances) of Seller with respect to the mortgage bonds and any other existing indebtedness for money borrowed by Seller (including items due to Seller's Affiliates), including indebtedness described on Schedule 2.4(e) and including any indebtedness for money borrowed by Seller -------------- on or after the date hereof; (f) all Accounts Payable as of the Effective Time; (g) all liabilities and obligations under or related in any way to any Environmental Laws to the extent attributable arising out of or relating to: (i) the disposal or arrangement for disposal of Hazardous Substances arising out of the operation of the Ohio T&D Business or the Acquired Assets prior to periods the Effective Time at any real properties or storage or disposal facilities not located on the Substation Property or the Transferred Easements; or (ii) the Release of Hazardous Substances arising out of the operation of the Ohio T&D Business prior to the Effective Time at any real property formerly owned or operated by Seller or at any real property included in the Excluded Assets; (h) all liabilities and obligations under or related in any way to pending litigation or regulatory actions involving Seller or any of Seller's Affiliates; (i) all liabilities and obligations with respect to workers' compensation claims related to the Transferring Employees arising or made prior to the Effective Time; and (bj) all liabilities and obligations of Seller under the Contracts for (i) overhead charges arising out of or related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Acquired Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials Time to the extent and only to the extent covered and paid by insurance proceeds received by Seller from (in an amount not to exceed $22 million per occurrence) in respect of the Subject Interests Applicable Insurance, or that would have been received by Seller (in an amount not to offsite locations occurring exceed $22 million per occurrence) but for the fact that (A) the insurer under the Applicable Insurance is insolvent or (B) Seller has failed to comply with the covenants set forth in Section 7.10(f), and in any --------------- case associated with claims made by third parties prior to the fifth anniversary of the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability . For the avoidance of Seller doubt, this Retained Obligation as stated above does not include the $3 million self-insured retention under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)Applicable Insurance.

Retained Obligations. Provided that the Closing occurs, Seller (a) Sellers shall retain all obligations and liabilities related to (ai) the Excluded Assets, (ii) Property Costs and other costs which are for the account of Sellers pursuant to Section 2.4(b) or Section 12.2, (iii) ad valorem, property, and similar Taxes attributable to periods of time prior to the Effective Time and Sellers’ income, gross receipts, profits, capital, capital gains or similar taxes (including corporate, franchise, business and occupation, business license, withholding, payroll, employment, social security, unemployment, stamp, occupation and similar taxes), except such Taxes as are specifically allocated to Purchaser pursuant to Sections 9.3(a) and 9.3(c); (iv) all litigation existing as of the Effective Time, which is disclosed on Schedule 7.6 or known, and (v) costs, expenses and other Losses attributable to the termination, repurchase, or novation of the Transferred Derivatives as contemplated by Section 11.7, indefinitely; and (b) for a period of twelve (12) months from Closing, and not thereafter, Sellers shall retain all obligations, liabilities, damages, duties and other obligations that relate to the ownership or operation of the Assets prior to the Effective Time, including (i) litigation relating to the period of time prior to the Effective Time, but not known, including any toxic tort litigation associated with the St. Regis Facility and Nitrogen Generation Facility in Jay, Florida and Flomaton, Alabama, which becomes known within such twelve (12) month period; (ii) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; (biii) all obligations of any Seller under the Contracts Material Agreements for (iA) overhead charges related to periods prior to the Effective Time, (iiB) costs costs, expenses, losses and expenses damages incurred prior to the Effective Time for goods and services provided prior to the Effective Time Time, and (iiiC) other payment obligations that accrue and become due prior to the Effective Time; and (civ) all liability of any Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the ownership or operation of the Assets; provided, however, that Sellers shall retain such liabilities for personal injury or death beyond the twelve (d)(i12) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of month-period to the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into accountextent, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect only to the ownership or operation of the Excluded Assetsextent, covered and paid by Sellers’ insurance (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the collectively “Retained Obligations”). Seller and Purchaser agree that suspense funds contained in suspense accounts (the “Suspense Interests”) as well as any and all responsibility, liability and/or obligations with respect thereto will be retained by Seller, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)Seller shall continue to disburse and/or escheat such Suspense Interests as required by contract or statute.

Retained Obligations. Provided that the Closing occurs, Seller shall retain all obligations and liabilities related to the Excluded Assets and Employee Retained Obligations indefinitely; and for a period of six (6) months from Closing, and not thereafter (the “Retained Obligation Survival Period”), Seller shall retain (a) all obligations and liabilities of Seller for the payment payments or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods Assets accruing prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, and (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties third parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; provided, however, that Seller shall retain such obligations and liabilities beyond the six (d)(i6) any month period to the extent, and all income Taxesonly to the extent, franchise Taxes covered and paid by Seller’s insurance; (d) ad valorem, property, severance and similar Taxes imposed taxes based upon or measured by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax or production therefrom attributable to the period (or portion thereof) ending before of time prior to the Effective TimeTime (as allocated to such period under Sections 4.1 and 4.2); and (e) except as disclosed in Schedule 5.1(e), all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets Time (collectively, the “Retained Obligations”). Provided, and however, if (a) a third party claim is made in writing to Seller with respect to a Retained Obligation prior to the items specified in expiration of the Retained Obligation Survival Period or (cb) a third party claim is set forth on Schedule 3.4, Seller shall retain such obligation until such claim is resolved. The Term “Employee Retained Obligations” means, with respect to the persons listed on Schedule 5.1(o), (da) any obligations of Seller with respect to severance payments, vacation time, wages or salaries, health care expenses or any other applicable employment benefits for such persons, in each case, to the extent any such obligations accrued prior to the Effective Time, or (b) any severance payments related to the termination of such person’s employment relationship by Seller resulting from or in connection with the transfer of the Assets contemplated by this Agreement, regardless of whether the right to claim such severance payment accrues after the Effective Time. For the avoidance of doubt, Buyer shall be entitled to offer employment to any of the employees listed on Schedule 5.1(o), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”)but Buyer shall have no obligation to do so.

Retained Obligations. Provided that the Closing occursUpon Closing, Seller shall retain (a) all the Retained Obligations. The following Liabilities, obligations and liabilities of Seller for Claims are the payment “Retained Obligations”: Liabilities, obligations and Claims attributable to, arising out of, in connection with, based upon or improper payment of royalties, rentals and other similar payments under the Leases relating related to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury (including death) or death to the extent personal property damage resulting from events occurring prior to the Effective Time as a result of the operation of the AssetsClosing; (d)(iii) any and all income Taxes, franchise Taxes and similar Taxes imposed by Liabilities arising from any applicable law on off-site disposal or transportation of Hazardous Substances prior to Closing; (iii) the gross negligence or willful misconduct of Seller or any of its affiliates, Affiliates in connection with pre-Closing operations by Seller or any combinedof its Affiliates or any contractor of Seller or its Affiliates; (iv) any civil or administrative fines or penalties or criminal sanctions imposed on Seller, unitary, or consolidated group of which any of its Affiliates or their respective Representatives arising out of or related to pre-Closing conduct; (v) failure to properly and timely pay, in accordance with the foregoing is terms of any Lease, Contract or was a memberapplicable Law, all burdens (iiand related escheat obligations) Asset Taxes allocable and any amounts due under any joint interest billing or AFE attributable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iiiSeller’s interest in the Assets (in each case) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership Assets prior to the Closing Date; (vi) any pending or, to the Knowledge of Seller, threatened litigation arising or operation occurring prior to and as of the Excluded Assets, and (iv) and any all other Taxes imposed on Closing Date against Seller or its Affiliates with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective TimeAssets; (evii) all litigation existing as any Claim made by or on behalf of the Closing Datean employee or contractor of Seller or any Affiliate of Seller arising from or relating to work performed, to an employment or contracting relationship with Seller or any Affiliate of Seller; (viii) any Seller Benefit Plan, (ix) any arrangements between Seller and any Affiliate thereof and (x) except to the extent it relates the Purchase Price is reduced pursuant to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (cSection 2.3(b)(viii), (d)any Property Costs for which Seller is responsible pursuant to Section 3.1, (f), (g), (h), in the case of clauses (i), (jii), (iii), (iv), (v), (vi) and or (kx) hereinhereof, to the “Specified extent a valid Claim Notice is given within the survival period set forth in Section 3.3(j)(iii) for the Retained Obligations”; provided, however, that the items set forth in clauses (vii), (viii) or (ix) shall remain Retained Obligations indefinitely, notwithstanding the termination of the survival period set forth in Section 3.3(j)(iii).

Retained Obligations. Provided that the Closing occurs, Seller AEO shall retain (a) all obligations and liabilities of Seller for for, under, relating to or arising from: (a) the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests set forth in Exhibit A to the extent attributable to periods prior to the pre-Effective TimeTime periods; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior listed in Exhibit C to the Effective Time, (ii) costs and expenses incurred prior extent attributable to the pre-Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Timeperiods; (c) all liability of Seller to Third Parties any claim for personal injury or death relating to the Assets or operation of the Assets to the extent occurring arising out of or attributable to the period prior to the Effective Time as a result of the operation of the AssetsClosing Date; (d)(id) (i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law Law on Seller AEO whether prior to or any of its affiliates, or any combined, unitary, or consolidated group of which any of after the foregoing is or was a memberEffective Time, (ii) Asset Taxes allocable to Seller AEO pursuant to Section 9.02 1.4(b) taking into account, and without duplication of, such Asset Taxes effectively borne born by Seller AEO pursuant to Section 10.02(b)(iii) or Section 12.021.4(b), (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, Assets and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all any litigation existing as of the Closing Date, matters to the extent it relates attributable to the period of time prior to the pre-Effective TimeTime periods; (f) any onsite or offsite disposal of hazardous materials Hazardous Substances by Seller from the Subject Interests to offsite locations occurring AEO or its contractors, prior to the Effective Time; (g) SellerAEO’s employment relationship with its employees and SellerAEO’s employee benefit plansplans prior the Effective Time; (h) all liability any breach by AEO of Seller under any credit facilitiesof AEO’s representations and warranties contained in Article 5 (or the corresponding representation and warranty made by AEO in the certificate delivered pursuant to Section 8.3(b)(ix) or its covenants hereunder); (i) the Excluded Assets; (j) liens, security interests and similar charges against the Assets relating to amounts that are being disputed in good faith by AEO as of the date hereof or the Closing Date, as applicable; (k) the obligation to make all liability revenue distribution, including the payment of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangementall royalties and tax obligations related to the November 2012 production and sales; and (jl) the Excluded Assets Notice of Violation 5009404 issued by the San Jxxxxxx Valley Air Pollution Control District following a July 25, 2012 inspection (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).

Retained Obligations. Provided that Notwithstanding the Closing occursterms of Section 11.1, Seller the Assumed Obligations shall retain not include any liabilities, Damages, duties, or obligations to the extent they are attributable to, arise out of or in connection with, or are based upon (collectively, the “Retained Obligations”): (a) all obligations ownership, use or operation of the Excluded Assets; (b) matters required to be borne by Seller under Sections 2.3 and liabilities of 2.4; (c) Seller for Taxes; (d) the payment or improper payment of royalties, rentals and other similar payments or payments held in suspense under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred accruing prior to the Effective Time for goods and services provided prior (except to the Effective Time and extent applicable suspense accounts or balances are credited to Purchaser pursuant to Section 2.3(g)); (iiie) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability liabilities of Seller to Third Parties for personal injury injury, illness, death, or death property damage to the extent occurring prior to the Effective Time Closing Date; (f) litigation existing as a result of the operation Closing Date set forth on Schedule 4.2 (or that should have been set forth on Schedule 4.2), to the extent relating to periods of time prior to the Effective Date; (g) obligations and liabilities of Seller for offsite disposal prior to the Closing Date of NORM, asbestos, mercury, drilling fluids, chemicals, produced waters, Hydrocarbons or any other materials of any nature produced from the Assets; (h) obligations and liabilities for any employees of Seller or its Affiliates, the employment or termination thereof, and the compensation and benefits inuring thereto; (i) obligations and liabilities relating to any debt of Seller, whether or not relating to or encumbering the Assets; (j) obligations and liabilities relating to current or former Affiliates, partners, managers, members, directors, officers and employees of Seller or of its respective current or former Affiliates, partners, managers, members, directors, officers and employees to the extent arising out of the Assets; governance of Seller; (d)(ik) any and all income Taxes, franchise Taxes and similar Taxes civil fines or penalties or criminal sanctions imposed on Seller or its Affiliates to the extent relating to any pre-Closing violation of Law by any applicable law on Seller or any of its affiliates, Affiliates; or (l) Seller’s or any combined, unitary, its Affiliates’ gross negligence or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or willful misconduct in connection with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of through the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).