Common use of Retained Liabilities Clause in Contracts

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

Retained Liabilities. All Liabilities The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Company other than Assumed Liabilities Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the "RETAINED LIABILITIES"“Seller Off Site Disposal Liability”); (b) shall be retained fines and paidpenalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, performed and discharged when due known or unknown, to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Company Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Parent Assumption Agreement, (PROVIDEDii) each License of either Seller included in the Assets, that and (iii) each JWWTP Agreement, related to the Company shall have rights under each JWWTP Agreement assigned to the ability Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to contest, in good faith, be performed before the Closing Date; and any such claim indebtedness of liability asserted either Seller in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) except liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any such liability is reflected act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing Date Balance Sheet as Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, to the extent arising under current or prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a current liability change in the common law after the Closing) from the ownership, operation or use of the Business, any loss the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset that is the subject of, or liability of owned or operated after the Company of any nature or description, whether liquidated or contingent, Closing Date pursuant to the extent (a) resulting from events or conditions which occurred or existed prior to terms of, a Commercial Agreement, the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (Purchaser’s liabilities and their eligible dependents and beneficiaries), including obligations with respect to employment or Benefit Planssuch asset thereunder for matters attributable to operations and transactions during the period after the Closing, which accrued on or prior to it being understood that the Transfer Timerespective rights, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability obligations and liabilities of the Business; (iii) all Liabilities Purchaser and the Seller party thereto with respect to gaming chips and tokens issued such matters will be governed solely by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilitiesrelevant Commercial Agreement.

Retained Liabilities. All Except as otherwise set forth in this Agreement, and subject to Article VII, the Sellers shall retain, and none of Purchaser or any of its Affiliates shall assume or be responsible for pursuant to this Agreement, any Liabilities of the Company Sellers or any of their Affiliates other than the Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities, the “Retained Liabilities”). The Retained Liabilities shall include: (a) all Liabilities for which any Seller expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Implementing Agreement, including all Liabilities for which the Sellers have responsibility pursuant to Section 6.6; (b) all Liabilities of any Seller or Conveyed Subsidiary (or Subsidiaries thereof) to the extent related to or arising out of (i) the Excluded Assets (other than any Liabilities for which Purchaser or its Affiliates expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Agreement, and other than any Liabilities that are separately allocated pursuant to any other agreement or transaction related to such Excluded Assets between Seller Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, including any commercial or other agreements unrelated to this Agreement), including Environmental Liabilities, whether arising prior to, on or after the Closing, to the extent arising out of or related to the ownership or occupancy of the Retained Facilities (the “Retained Facilities Environmental Liabilities”) or (ii) the matters set forth on Section 2.5(b)(ii) of the Seller Disclosure Letter (the “Retained Environmental Liabilities”); (c) all Seller Indemnified Taxes; (d) all Seller Transaction Expenses; (e) Seller Parent’s portion of Shared Contractual Liabilities pursuant to Section 2.2(d); (f) all Indebtedness of Seller Parent and its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) that are not Assumed Liabilities under Section 2.4; and (g) all Liabilities of Seller Parent or any of its Affiliates (including the Conveyed Subsidiaries and their Subsidiaries) set forth in Section 2.5(g) of the Seller Disclosure Letter.

Retained Liabilities. All Liabilities Notwithstanding any other provision of this Agreement Seller and the Company other than Assumed Selling Subsidiaries shall retain and be responsible for the following Liabilities (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) Liabilities exclusively related to the Business for which Seller or a Selling Subsidiary expressly has responsibility pursuant to the terms of this Agreement or any Closing Agreement; (b) except as expressly set forth in Section 2.3(f), Section 2.3(g), Section 2.3(h) or Section 5.6(f), Liabilities to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating related to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Assets; (iic) any loss or liability relating to current or former employees intercompany Liabilities of Seller and the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessSelling Subsidiaries; (iiid) all Liabilities with respect to gaming chips and tokens issued by the Company for (but not progressive meters), except as provided otherwise herein; (ivi) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent Taxes arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (from or with respect to the Purchased Assets or the Business for any Pre-Closing Tax Period and Taxes of Seller or any Selling Subsidiary (other than the Miraclon Entities) (except, in each case, as expressly set forth in Section 2.3(f), Section 2.3(g) and Section 2.3(h)) and (ii) Transfer Taxes that are the responsibility of Seller under Section 7.1; (e) any Indebtedness of Seller or any Selling Subsidiary that does not arise from and is not related to the Business or any Purchased Asset; (f) by any Governmental or Regulatory Authority all Liabilities (including, without limitation, i) to the Commission) extent arising prior to the Transfer TimeClosing relating to the conduct, ownership or operation of the Business or the Purchased Assets by Seller or any Selling Subsidiary or (ii) relating to any act or omission of the Seller or any Selling Subsidiary occurring prior to the Closing, in each case, which relate to compliance with Environmental Laws; (g) all Retained Environmental Liabilities; (h) all Liabilities of the Miraclon Entities (i) to the extent arising prior to the Closing or (ii) relating to any act or omission of the Miraclon Entities occurring prior to the Closing, in each case which relate to compliance with Environmental Laws; and (viiii) all other any Liabilities of Seller or the Company other than Selling Subsidiaries to the Assumed Liabilitiesextent unrelated to the Business.

Retained Liabilities. All Liabilities Notwithstanding anything to the contrary contained in Section 2.6, Seller and its Subsidiaries shall retain and be solely responsible for, and neither Purchaser nor any of its Subsidiaries shall assume, the Company other than Assumed following Liabilities (the "RETAINED LIABILITIES"“Retained Liabilities”): (a) shall be retained any Indebtedness of, or owed by, Seller or any of its Subsidiaries; (b) any accounts payable or trade payables of, or owed by, Seller or any of its Subsidiaries; (c) any and paidall Liabilities arising prior to, performed and discharged when due by at or after the Company and Parent (PROVIDED, that the Company shall have the ability Closing relating to contest, in good faith, or arising under any such claim of liability asserted Benefit Plan or in respect thereof of any current or former employee of Seller or any of its Subsidiaries or any other individual employed or engaged by any Person to provide services to the Business prior to or at the Closing, other than any Liabilities explicitly assumed by Purchaser pursuant to Section 2.6(c) or Section 5.6; (d) any and all Liabilities for Excluded Business Taxes; (e) any and all Liabilities for financial advisory, professional, legal, consulting or accounting fees relating to the negotiation, preparation, approval or completion of this Agreement and the other Transaction Documents and the Transactions and the other transactions contemplated hereby and thereby; (f) any and all Liabilities of any business or business line of Seller or any of its AffiliatesSubsidiaries (including the Business) that was sold or otherwise disposed of prior to the Closing, so long as including under any Contract related thereto and including any Liabilities arising from or relating to any such contest does not result in a Lien upon Contract; (g) any and all Liabilities with respect to, relating to or resulting from the matters, events, violations or allegations described on Section 2.7(g) of the Seller Disclosure Letter, other than any Liabilities to the extent arising out of or resulting from Post-Closing Infringement Claims; (h) any and all Liabilities to the extent relating to, arising out of or resulting from any of the Excluded Assets):; and (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips that do not constitute Assumed Liabilities. Seller and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent Purchaser acknowledge and agree that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to neither Purchaser nor any of its Affiliates; (vii) all Liabilities related Subsidiaries will be required to assume, retain or be responsible for any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Retained Liabilities.

Retained Liabilities. All Seller and its Affiliates shall retain responsibility for (x) the Commercialization Agreement Retained Liabilities of and (y) the Company other than Assumed Liabilities following Liabilities, to the extent relating to the Business (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest“Retained Liabilities”), in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) each case except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability Purchaser or its Affiliates indemnify Seller and its Affiliates under provisions of the Business, Commercialization Agreement that survive termination pursuant to Section 10.05 hereof: (a) all Liabilities to the extent related to the Excluded Assets; (b) all Liabilities arising out of or relating to any loss or liability of Transferred Contract prior to the Company of any nature or description, whether liquidated or contingentCutoff Time, to the extent (a) resulting from events or conditions which occurred or existed relating to the period of time prior to the Transfer Cutoff Time, except to the extent Purchaser is liable for such Liabilities under the Commercialization Agreement; (c) all Liabilities with respect to (i) any current or former employee or contractor of Seller or any Divesting Entity, or any of their Affiliates, provided such Liabilities relate to such current or former employee or contractor’s service with Seller or any Divesting Entity or (ii) any Plan; (d) all Liabilities (i) of Income Taxes of Seller or its Affiliates for any period(other than amounts payable pursuant to agreements that constitute Assumed Liabilities), (ii) any sales, use, value added or other similar Taxes that Seller was required to collect and remit to a Taxing Authority prior to the Cutoff Time, arising from Seller’s (or an Affiliate of Seller’s) use of the Purchased Assets or operation of the Business prior to the Cutoff Time, or (biii) for Taxes apportioned to Seller under Section 2.10; (e) all Liabilities related to any Accounts Payable except as expressly set forth in this Agreement or to the extent Purchaser is liable for such Liabilities under the Commercialization Agreement; (f) all Liabilities for any indebtedness of Seller or its Affiliates; (g) all intragroup Liabilities of Seller or any Divesting Entity to any of its Affiliates; (h) other than the Assumed Liabilities and the Commercialization Agreement Assumed Liabilities, all other Liabilities (excluding Liabilities relating to Taxes, which shall be governed by Section 2.04(d)) arising out of or relating to the Excluded Assets (including those items identified as Retained Business or the Purchased Assets, to the extent such Liabilities in SECTION 1.08); (ii) any loss or liability relating relate to current or former employees the period of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or time prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Cutoff Time; and (viiii) all other Liabilities set forth on Section 2.04(i) of the Company other than Disclosure Schedule. References to the Assumed Liabilitiesretention of Retained Liabilities shall not imply that Seller actually has any such Liabilities arising from its ownership of the Purchased Assets prior to the Closing Date, nor shall anything in this Section 2.04 limit or modify the obligations of Seller under the Commercialization Agreement with respect to the Commercialization Agreement Retained Liabilities for the period beginning on January 9, 2018 and ending at the Cutoff Time.

Retained Liabilities. All Liabilities The liabilities and obligations which shall be retained by each of the Company Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidLiabilities, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commissionfollowing: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Transfer TimeClosing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (viiii) all other Liabilities liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Company other than the Assumed LiabilitiesCode or section 4001 of ERISA.

Retained Liabilities. All Liabilities Other than the Assumed Liabilities, Buyer shall not assume or in any way be liable for the payment, performance or discharge of any liabilities of Seller, and for the avoidance of doubt and without limiting the generality of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") foregoing, Seller shall be retained retain and paidshall punctually pay, performed and discharged perform or otherwise discharge when due by the Company and Parent (PROVIDEDdue, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or all liabilities relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees conduct of the Business (and their eligible dependents and beneficiariescollectively, the “Retained Liabilities”), including with respect to employment or Benefit Plans, which accrued on or . The Retained Liabilities shall include: 2.4.1 any Liability arising prior to the Transfer Time, except Effective Time from or under any Contracts relating to the extent that such liability is reflected on Acquired Assets, other than as set forth in Section 2.3.2; 2.4.2 notwithstanding the Closing Balance Sheet foregoing, for greater certainty, any obligations of Seller under (a) the Consent to Assignment of License Agreement among Inflazyme Inc., Biolipox AB (publ.), The University of British Columbia and The University of Alberta dated November 16, 2007, and (b) the Biolipox-Inflazyme Asset Purchase Agreement. 2.4.3 any Liability for Taxes, including: (i) any Taxes arising as a current liability result of Seller’s operation of the Business; Business or ownership of the Acquired Assets prior to the Effective Time; (ii) subject to Section 3.4, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement; and (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinany deferred Taxes of any nature; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent 2.4.4 any Liability arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeEffective Time from or under any environmental Legal Requirement or any occupational safety and health Legal Requirement; 2.4.5 any Liability relating to the Designated Excluded Assets; 2.4.6 any Liability in respect of any employees of Seller; andand [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (viii) 2.4.7 any Liability incurred by or on behalf of Seller arising from the Contemplated Transactions, including all other Liabilities of the Company other than the Assumed Liabilitieslegal fees, costs and disbursements payable in connection therewith.

Retained Liabilities. All Notwithstanding any other provision of this Agreement or any other writing to the contrary, and regardless of any information disclosed to the Buyer or any of its Affiliates or representatives, the Buyer does not assume and has no responsibility for any Liabilities of the Company other than or Indebtedness that are not Assumed Liabilities (such unassumed Liabilities, collectively, the "RETAINED LIABILITIES") “Retained Liabilities”), which Retained Liabilities shall be retained and paidinclude, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):without limitation: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) all Liabilities arising out of or relating to the any Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Asset; (ii) any loss or liability all Liabilities relating to current or former employees arising out of CGI’s intercompany Indebtedness, outstanding checks, Taxes (including relating to the prior sale of New Jersey net operating losses) and any transfer Taxes associated with the sale of the Business (Purchased Assets, intercompany payables, pre-Closing awards, bonuses, deferred or accrued compensation, pre-Closing severance obligations, earn-out obligations and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businesscontingent payments; (iii) all workers compensation Liabilities, Liabilities arising from any misclassification of employees under the Fair Labor Standards Act or comparable state or local Laws, and WARN-related Liabilities, in each case with respect to gaming chips and tokens issued by events, acts or omissions occurring on or prior to the Company (but not progressive meters), except as provided otherwise hereinClosing Date; (iv) except as provided by Section 6.4, all accrued payroll vacation (PTO) and other employee benefit plans or Liabilities related to under any CGI Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessPlan; (v) tort Liabilities and Liability for all Indebtedness pending and future Proceedings (other than current accounts payable or accrued expenses including any litigation listed on Section 5.7 of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsCGI Disclosure Schedule); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its AffiliatesCGI stock warrant-related Liabilities; (vii) all existing pension and retiree health Liabilities related to under any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andCGI Benefit Plan; (viii) all other Liabilities for borrowed money, including arising out of the Company SVB Loan Documents, the PFG Loan Documents and any related arrangements; (ix) all Indebtedness except as reflected in the April Financial Statements; (x) all bulk sale Tax Liabilities; (xi) all pre-Closing Liabilities existing under, arising out of, or relating to all leases and other contractual obligations (other than as set forth in Section 2.3(a)); (xii) all Liabilities relating to brokers’ fees or investment banking fees, including those relating to RJA; (xiii) all Liabilities (including fees and expenses) relating to legal services, accounting services, consultant services, financial advisory services, investment banking services or any other professional service; (xiv) all Liabilities relating to any Undisclosed BP Material Contract, until such time that such Undisclosed BP Material Contract is validly assigned to and assumed by the Buyer following the date of this Agreement; and (xv) any claim, obligation or other Liability arising out of any pre-Closing condition, occurrence, act or omission including, but not limited to any such claim, obligation or Liability arising under Environmental Laws or otherwise relating to environmental conditions at, on or beneath the real property. For the avoidance of doubt, and without limiting the generality of the foregoing, CGI shall retain ownership and all responsibility and Liability for all Liabilities relating to the conduct by CGI or CGI’s Affiliates of the Other Business Units or use of any of the Purchased Assets arising in any period prior to the Closing Date (except for any Assumed LiabilitiesLiability).

Retained Liabilities. All Liabilities of Buyer shall not assume or be obligated to pay, perform or otherwise discharge the Company other than Assumed Liabilities following liabilities or obligations (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability liabilities and obligations of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or Seller exclusively relating to the Excluded any Retained Assets (including those items identified other than as Retained Liabilities set forth in SECTION 1.08Section 2.3(a)(xi)); (ii) any loss liabilities and obligations under the Contracts which relate to (A) goods delivered or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or services rendered prior to the Transfer TimeClosing Date, except and (B) breaches by the Seller of its obligations thereunder occurring prior to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate; (iiiA) all Liabilities any Environmental Liability of Seller arising out of or in connection with the disposal by, or on behalf of, Seller and Release or threatened Release, prior to the Closing Date of Hazardous Substances at any Off-Site location, (B) any Environmental Liability of Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date from the Seller Facilities or otherwise originating from, or relating to, any equipment owned or used by Seller that is located on Buyer Real Estate, and (C) any liability in respect of any personal injury claims relating to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinexposure of a third party to asbestos at the Auctioned Assets or the Potomac River Station Site which have been filed with any state or federal court having jurisdiction prior to the Closing Date; (iv) all Liabilities related to Benefit Plansnotwithstanding the Assumed Obligations set forth in Section 2.3(a)(iii)(A), except any monetary fines or penalties (including fines or penalties from violations of any Environmental Law) imposed by a Governmental Authority to the extent that such liability is reflected on arising out of or relating to acts or omissions of Seller in respect of the Auctioned Assets prior to the Closing Balance Sheet as a current liability of the BusinessDate; (v) all Indebtedness (other than current accounts payable any Environmental Liability whatsoever arising out of, related to, or accrued expenses otherwise associated with the Release of fuel oil from the Company incurred or accrued Ryceville-Piney Point Pipeline described in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSchedule 5.10(a); (vi) any Liability(A) all wages, whether currently overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in existence respect of Transferred Employees to the extent arising or arising hereafter, owed by accruing prior to the Company Closing Date and (B) all other liabilities and obligations with respect to any of its Affiliatesthe Transferred Employees for which Seller is responsible pursuant to Article IX; (vii) all any liabilities and obligations (A) in respect of any personal injury or property damage claim (other than any Environmental Liabilities related which are Assumed Obligations pursuant to Section 2.2(a)(iii) above) relating to the Auctioned Assets arising or occurring prior to the Closing Date, or (B) in respect of any fines discrimination, wrongful discharge or penalties imposed against unfair labor practice claim by any Transferred Employee arising out of or relating to acts or omissions of Seller prior to the Company Closing Date; (or viii) any liabilities and obligations, with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) periods prior to the Transfer TimeClosing Date, for the Prorated Items, calculated as set forth in Section 2.3(a)(viii); (ix) any liabilities and obligations in respect of Taxes (other than as provided for by Section 2.3(b)(viii)) attributable to the Auctioned Assets or trades or businesses associated with the Auctioned Assets arising or accruing during taxable periods (or portions thereof) ending before the Closing Date; and (viiix) all other Liabilities any liabilities and obligations of Seller under the Ancillary Agreements in respect of the Company other than the Assumed LiabilitiesRetained Assets.

Retained Liabilities. All Except for the Assumed Liabilities, the Buyer shall not assume or in any way be responsible for any liabilities of the Seller or any of its Affiliates, including the following liabilities (the liabilities retained by the Seller, collectively, the “Retained Liabilities”), which Retained Liabilities shall remain the responsibility and obligation of the Seller or one or more of its Affiliates after Closing: (a) all Liabilities to the extent relating to any Excluded Assets; (b) all Liabilities of the Company other than Seller or any of its Affiliates that are not Assumed Liabilities; (c) all obligations relating to and liabilities for any Indebtedness; (d) all Retained Employee Liabilities; (e) all Liabilities, obligations and expenses of any kind or nature relating to Taxes of the Seller and, with respect to the Purchased Assets, for any period ending on or before the Closing Date (including any liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar arrangement) and any Taxes payable in connection with the transaction contemplated by this Agreement; (f) all Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due for or in connection with any products manufactured or sold or services provided by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, Seller or any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any including product liability claims or Actions and warranty, repair and other obligations, arising out of the Assets):operation of the Business prior to the Closing; (g) all Liabilities of the Seller or its Affiliates pursuant to this Agreement or any Transaction Document (including Liabilities with respect to payment of expenses or indemnification); (h) all Liabilities arising under Environmental Laws to the extent relating to, arising out of or resulting from the operation of the Business or the ownership of the Purchased Assets prior to the Closing or the Excluded Assets (“Retained Environmental Liabilities”); provided, however, that, with respect to such Liabilities arising out of the ownership or operation of Cell 4a of the ▇▇▇▇▇▇ Landfill, the Retained Environmental Liabilities shall be a percentage of the total Liabilities described above equal to the percentage of the total permitted capacity of Cell 4a that has been filled prior to the Closing Date; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) all Liabilities arising out of or incurred in connection with or as a result of any Action or Order (including, for the avoidance of doubt, any claims seeking workers’ compensation benefits or similar benefits or employment-based claims and any Orders relating thereto) relating to any claim of asbestos-related injury or damage for any pre-Closing period, including in connection with any Action or Order based on, or relating to, the Excluded Assets working and/or other conditions (including those items identified as Retained Liabilities in SECTION 1.08); (iienvironmental conditions) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) of its facilities, including any facilities owned or operated by any Governmental or Regulatory Authority (including, without limitation, the Commission) Business prior to the Transfer TimeClosing; and (viiij) all other Liabilities Liabilities, obligations and expenses of any kind or nature relating to assessments by the Public Service Commission of Wisconsin charged to members of the Company other than Wisconsin Valley Improvement Corporation for any period ending on or before the Assumed LiabilitiesClosing Date.

Retained Liabilities. All Liabilities Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the Company execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities"). Without limitation, the Retained Liabilities shall include: (a) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, all obligations or liabilities of Seller or any such claim Affiliate of liability asserted Seller in respect thereof by of the Contracts arising from or attributable to the period before Closing; (b) all obligations or liabilities of Seller or any Person Affiliate of Seller in respect of trade payables, other than Purchaser accounts payable and its Affiliates, so long as such contest does not result in a Lien upon accrued expenses; (c) all obligations or liabilities of Seller or any Affiliate of Seller that relate to any of the Excluded Assets):; (d) all obligations or liabilities of Seller or any Affiliate of Seller that relate to Taxes arising from or attributable to the period before Closing; (e) all obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller or any Affiliate of Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement; (f) all obligations or liabilities of Seller or any Affiliate of Seller for any borrowed money, and all obligations or liabilities arising under any letter of credit or guaranty issued in connection therewith; (g) all obligations or liabilities of Seller or any Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the operation of the Business, or the ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to the Closing, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, or violation of any legal requirement, contract or agreement by which Seller is bound; (h) all obligations in respect of present or former employees or independent contractors of Seller or any Affiliate of Seller, including (i) claims for severance, unemployment compensation or insurance, any employee benefits or other compensation or damages by or on behalf of any present or former employees or independent contractors of Seller or by or on behalf of any Governmental Authority in respect of present or former employees or independent contractors of Seller; (ii) all liabilities and obligations of Seller or any Affiliate of Seller with respect to present or former employees or independent contractors of Seller under any Plan; and (iii) all liabilities and obligations with respect to physical, mental or other health conditions of present or former employees or independent contractors of Seller; and (i) except any and all obligations or liabilities that Sellers may have to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) third person arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss connection with such person's employment with, investment in or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company relationship to any of its Affiliates; (vii) all Liabilities related to any fines the Sellers, or penalties imposed against arising out of or in connection with the Company (or with respect to execution of this Agreement and the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities consummation of the Company other than the Assumed Liabilitiestransactions contemplated hereby.

Retained Liabilities. All Liabilities Each Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of the Company other than Assumed Liabilities such Seller (the "RETAINED LIABILITIESRetained Liabilities"): (a) shall be retained subject to the provisions of Section 10.4 or as expressly set forth in this Agreement, all trade payables and paid, performed other payment obligations of Sellers that relate to the operation of the Business on or prior to the Closing Date; (b) all long-term debt of Sellers (including indebtedness to the Lienholders) and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability debt of Sellers owed to contest, in good faith, any such claim one or more of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any but excluding liabilities assumed pursuant to Article VIII hereof; (c) subject to the provisions of Sections 10.4 and 10.9, all Taxes of Sellers or their Affiliates attributable to the operation of the Assets):Business or the use, ownership or operation of the Acquired Assets for all Tax periods (or portions thereof), ending on or prior to the Closing Date; (id) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Businessotherwise provided in Article VIII, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) all liabilities and obligations arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer TimeClosing Date with respect to employees who, except upon Closing, will be Transferred Employees, including (i) all liabilities, responsibilities and obligations relating to collective bargaining agreements or other union contracts, and (ii) any such liabilities or obligations that arise on or after the Closing Date to the extent that such liability is reflected liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or prior to the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of businessDate, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) excluding any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or Future Regulatory Obligations with respect to the Business Transferred Employees; (e) all liabilities, responsibilities and obligations for litigation and claims of third parties arising out of an occurrence on or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeClosing Date, other than litigation and claims related to Future Regulatory Obligations and Interim Capital Expenditure Obligations (except Retained Future Regulatory Obligations and Retained Interim Capital Expenditure Obligations which shall remain the liability of Sellers); provided, however, Sellers shall have no liability for claims by third parties which have not been asserted within five (5) years after the Closing Date; and (viiif) all other Liabilities of liabilities, responsibilities and obligations with respect to the Company other than the Assumed LiabilitiesExcluded Assets and Excluded Contracts.

Retained Liabilities. All Liabilities In addition to the Assumed Liabilities, the following liabilities and obligations of the Company other than Assumed Liabilities (Partnership arising out of the "RETAINED LIABILITIES") operation of the Hospital prior to the Effective Time shall be retained and paid, performed and discharged when due by the Company and Parent Partnership but shall be subject to the indemnification obligations of Sellers under Section 11.2 (PROVIDEDcollectively, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events claims or conditions which potential claims for medical malpractice or general liability relating to or arising out of acts or omissions that occurred or existed prior to the Transfer Effective Time, or ; (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees liabilities and obligations of the Business (and their eligible dependents and beneficiaries), including with Partnership in respect to employment or Benefit Plans, which accrued on or of periods prior to the Transfer Time, except to Effective Time arising under the extent that such liability is reflected on the Closing Balance Sheet as a current liability terms of the Business; (iii) all Liabilities with Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, in respect of third party payors pursuant to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Commission) Partnership for periods prior to the Transfer Effective Time, RAC appeals, ACOs) and all liabilities and obligations for periods prior to the Effective Time related to all Medicaid payments and programs, except the Comprehensive Hospital Reimbursement Program (CHIRP), including all cash transactions delineated in Section 1.9, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State's audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Disproportionate Share (DSH), (iii) Uncompensated Care (UC), (iv) Graduate Medical Education (GME), (v) Aligning Technology by Linking Interoperable Systems for Client Health Outcomes Program (ATLIS), (vi) Uniform Hospital Rate Increase Program (UHRIP), (vii) Texas Incentives for Physician and Professional Services (TIPPS), (viii) Rural Access to Primary and Preventative Services (▇▇▇▇▇), and (ix) Hospital Augmented Reimbursement Program (HARP), and all appeals and appeal rights of the Partnership relating to such settlements, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection for services, any ACOs, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (c) federal, state or local tax liabilities or obligations of the Partnership in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the General Partner of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of the Partnership (provided, however, that this clause (c) shall not apply to any and all taxes payable that constitute Assumed Liabilities under Section 1.4(d) or any and all taxes payable that constitute Excluded Liabilities under Section 1.6); (d) liability for any and all claims by or on behalf of employees of the General Partner relating to periods prior to the Effective Time including, without limitation, liability and obligations for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any unemployment compensation claim or workers’ compensation claim, and any liabilities or obligations to former employees of the General Partner under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (provided, however, that this clause (d) shall not apply to any and all employee benefits constituting Assumed Liabilities under Section 1.4(d)); (e) any liability or obligation arising out of the Partnership’s non-compliance with laws, regulations, rules and ordinances relating to employment, including but not limited to those enforced by the Wage and Hour Division of the U.S. Department of Labor, Equal Employment Opportunity Commission, Office of Federal Contract Compliance Programs, National Labor Relations Board, Occupational Safety and Health Administration or any comparable state or local agency; (f) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the Partnership or any of its Affiliates or any of its employees, medical staff, agents, vendors, representatives, successors or assigns, with respect to acts or omissions prior to the Effective Time; (g) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Partnership, its Affiliates or, to the extent related to their services to the Partnership, its directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity; (h) liabilities or obligations to the extent arising out of any breach by the Partnership prior to the Effective Time of any Contract; (i) any liability of the Partnership relating to violation of federal or state laws regulating fraud, including but not limited to the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395nn et seq.) (the “▇▇▇▇▇ Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”); (j) all liabilities and obligations relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing and identified on Schedule 3.18 hereto; (k) all liabilities and obligations related to or arising out of any claims of the General Partner against the Partnership as provided in Section 8.6 of the Partnership Agreement; and (viiil) all any other Liabilities liabilities and obligations of the Company other than Partnership related to or arising from acts or omissions prior to the Effective Time that are not an Assumed LiabilitiesLiability.

Retained Liabilities. All Liabilities Clorox Parent and its Subsidiaries will retain, and Purchaser will not assume, by virtue of this Agreement or the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained Contemplated Transactions, and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall will have the ability to contest, in good faithno liability for, any such claim of liability asserted Liabilities arising out of, relating to or otherwise in respect thereof by any Person other than Purchaser and its Affiliatesthe following (collectively, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except to the extent claims of a default, breach, tort or non-compliance under any such liability is reflected Transferred Contract based on the Closing Date Balance Sheet as a current liability of the Business, any loss acts or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed omissions occurring prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Closing; (ii) any loss Pre-Closing Taxes for which Clorox Parent is responsible pursuant to Section 5.7(e) or liability Section 8.3(a); (iii) unless specifically assumed by Purchaser pursuant to Section 5.10, all Liabilities relating to current or former employees of at any time arising in connection with (A) the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued service with or termination of employment or service from any Business Operating Entity or Clorox Parent or any of its Affiliates of any Person for any period ending on or prior to the Transfer TimeClosing and (B) any Business Benefit Plan or any other benefit or compensation plan, except program, agreement or arrangement at any time maintained, sponsored or contributed to the extent that such liability is reflected on the Closing Balance Sheet as a current liability by Clorox Parent or any of the Business; (iii) all Liabilities its Affiliates or with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinwhich Clorox Parent or any of its Affiliates has any Liability; (iv) all Liabilities related relating to Benefit Plans(i) the employment of any UK Transferred Out Employees (or the termination of employment of such employees by Clorox Parent or Clorox U.K), and any breach of regulations 11, 13 and 14 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 relating to the transfer of the U.K. Transferred Out Employees or (ii) any line of business conducted by Clorox U.K. other than the Business, including any Liabilities relating to costs of separating or removing any such line of business from Clorox U.K.; (v) accounts payable, accrued expenses and other current Liabilities of Clorox Parent or any of its Subsidiaries, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued included in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)U.K. Net Working Capital; (vi) any LiabilityLiabilities arising out of, whether currently relating to or otherwise in existence or arising hereafter, owed by respect of the Company to any of its AffiliatesRetained Assets; (vii) all any Intercompany Liabilities, other than any Liabilities related to any fines incurred by Purchaser and its Subsidiaries (including the Transferred Companies after the Closing) under this Agreement or penalties imposed against the Company (or with respect to Ancillary Agreements from and after the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andClosing Date; (viii) except as otherwise expressly contemplated herein or in an Ancillary Agreement, all other out-of-pocket costs and expenses incurred by Clorox Parent or any of its Subsidiaries in connection with the Contemplated Transactions, including any fees and expenses payable to legal, accounting and financial advisors; (ix) Liabilities for Indebtedness to the extent not included in the Final Purchase Price; (x) Liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local Law based on employees who are terminated by Clorox Parent or any of its Subsidiaries prior to the Closing Date. (xi) First Brands (Bermuda) Ltd. and its Subsidiaries, including without limitation, Liabilities arising out of, relating to or otherwise in respect of the Company Proceedings set forth on Schedule 2.2(f)(vi); (xii) Liabilities arising under Environmental Laws in respect of the Business or the operation or conduct of the Business prior to the Closing Date at any location other than the Assumed LiabilitiesReal Property; (xiii) Liabilities arising under Environmental Laws resulting or arising from the operation or conduct of the Business prior to the Closing Date at any location formerly owned or leased other than the Real Property; (xiv) Liabilities of Clorox Parent and its Subsidiaries under this Agreement and the Ancillary Agreements.

Retained Liabilities. All Liabilities Notwithstanding anything to the contrary set forth in this Agreement, the Trust Subsidiary will not assume, pay or discharge, and Buyer will not assume, pay or discharge, by virtue of the Company other than terms of this Agreement or otherwise, any debts, liabilities, obligations, contracts, loans, commitments, or undertakings of the Seller, whether fixed, liquidated, contingent or otherwise, and whether related to the Business or otherwise, except, with respect to the Trust Subsidiary, for those Assumed Liabilities (expressly described or referred to in Section 2.03. All liabilities, debts, obligations, contracts, loans, commitments or undertakings of Seller not so assumed by the "RETAINED LIABILITIES") Trust Subsidiary shall be retained and paid, performed and discharged when due by the Company Seller and Parent shall be hereinafter referred to as the "Retained Liabilities" and shall include, without limitation, the following: (PROVIDEDa) All liabilities of the Seller arising solely out of or relating solely to the Retained Assets at any time; (b) All liabilities of Seller incurred in connection with the Purchased Assets and relating to the period prior to the Asset Closing; (c) All liabilities of the Seller for federal, that state or foreign income, sales, use, payroll, excise or franchise taxes relating to or arising out of the Company shall have operation of the ability Business for the period prior to contestthe Asset Closing; (d) All liabilities of the Seller for all environmental, ecological, accident, health or other claims pertaining to or arising out of the operation of the Business or the Purchased Assets and relating to the period prior to the Asset Closing; (e) All liabilities of the Seller to all of the Employees (as such term is defined in good faithSection 4.08 below), including the Transferred Employees (as such term is defined in Section 7.04 below), arising at any time, including, without limitation, any such claim liabilities or indebtedness of liability asserted the Seller in respect thereof by of any Person wages, back pay or other than Purchaser and its Affiliatespayroll-related items or taxes, so long any liabilities of the Seller in connection with employee benefits or arising under any Employee Contract or Employee Plan (as such contest does not result terms are defined in a Lien upon Section 4.08 below) or any liabilities of the Assets):Seller resulting from any termination-related or discrimination claims of any Employee whether or not arising under any Employee Plan. (f) All liabilities of the Seller relating to the period prior to the Asset Closing and arising out of or in connection with the Seller's services, actions, omissions or warranties, including, without limitation, any violation, breach, or default by the Seller under or in respect of any Trust Agreement or any Contract; (g) All liabilities (contingent or otherwise) with respect to trust accounts which have been terminated prior to the Asset Closing; (h) All liabilities and obligations arising under the Trusteed Deposit Accounts; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability All liabilities of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, Seller arising in connection with its business and operations unrelated to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiij) all Liabilities with respect to gaming chips and tokens issued Any liability or obligation incurred by the Company (but not progressive meters)Seller in connection with the negotiation, except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability execution or performance of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (this Agreement including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (k) All liabilities and obligations incurred in taking or failing to take the Commission) prior steps necessary to accomplish the Transfer Timeappointment of the Trust Subsidiary as successor under the Trust Agreements, including without limitation, in the making or failing to make of any filings or notices or in obtaining or failing to obtain any consents, permits or approvals required for the completion of the Asset Closing; and (viiil) all Any liability, obligation, penalty, termination fee or other Liabilities cost or expense arising out of the Company other than assertion by any party to a Trust Agreement that the Assumed Liabilitiestransfer to the Trust Subsidiary of the Seller's rights and interests thereunder pursuant to the terms of this Agreement constitutes a breach or default by the Seller under such Trust Agreement.

Retained Liabilities. All Buyer shall not be liable for and shall not assume any, and Sellers hereby jointly and severally agree to pay and discharge, when due, all Liabilities associated with the Purchased Assets and the Purchased Business other than the Assumed Obligations (collectively, the “Retained Liabilities”), including: (a) any Liabilities associated with the Excluded Assets; (b) any current liabilities related to the Purchased Business, including accounts and notes payable, customer deposits and accrued expenses, sales taxes payable, accrued payroll and payroll taxes and other current accrued liabilities that would exist on a balance sheet of the Company Purchased Business prepared in accordance with GAAP as of the Effective Time consistent with past practices; (c) all Liabilities associated with the items listed or described in Schedule 4.17; (d) all Liabilities (other than Environmental Liabilities) under the Assumed Liabilities Contracts and Transferred Leases to the extent relating to or arising from events, facts or circumstances arising or occurring prior to the Effective Time; (e) any fines or penalties arising from or related to the "RETAINED LIABILITIES") shall be retained and paidfailure of Sellers or any of their Affiliates to comply with applicable Environmental Laws or Environmental Permits, performed and discharged when due by or the Company and Parent (PROVIDED, that the Company shall have the ability failure to contestobtain an Environmental Permit, in good faitheach case prior to the Effective Time; (f) (Reserved) (g) all Environmental Liabilities in connection with the off-site shipment, any such claim transfer, treatment, recycling, storage or disposal of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon Hazardous Materials generated from the operations of any of the Assets):Transferred Real Property, the Purchased Assets or the Purchased Business prior to the Effective Time; (h) all Environmental Liabilities in connection with the operation of the Transferred Real Property, Purchased Assets or Purchased Business by Sellers or any of their Affiliates to the extent relating to or arising from events, facts or circumstances arising or occurring before the Effective Time, other than all costs of Remedial Action arising from or related to the Release of Hazardous Materials at the Transferred Real Property prior to the Effective Time; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities associated with respect the Seller Plans and any other employment-related Liabilities retained by or allocated to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related Sellers pursuant to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeSection 8.4; and (viiij) except as otherwise provided in Article IX, any and all other Liabilities for Taxes of Sellers, including any and all Liabilities for Taxes related to the Company other than Purchased Business or the Assumed LiabilitiesPurchased Assets for any Tax period (or portion thereof) ending on and including, or before, the Closing Date. For the avoidance of doubt, nothing in this Section 2.5 shall nullify or otherwise limit Sellers’ obligations and agreements in Section 13.3(a) of this Agreement.

Retained Liabilities. All Liabilities Other than the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon Seller or any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company its Affiliates of any kind or nature or descriptionwhatsoever (all liabilities that are not Assumed Liabilities, whether liquidated or contingentcollectively, to the extent “Retained Liabilities”), including the following: (a) resulting from events any obligation or conditions which occurred Liability arising out of or existed prior relating to the Transfer Time, or any Mortgage Loan that is not a Pipeline Loan; (b) any obligation or Liability arising out of or relating to any Pipeline Loan that is not an Assumed Liability; (c) any obligation or Liability arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Businesses; (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiid) all Liabilities with respect to gaming chips and tokens issued by the Company obligations for (but not progressive meters)i) Taxes of Seller and its Affiliates for any period, except as provided otherwise herein; (ivii) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority Taxes (including, without limitation, any amounts owed by Buyer relating to Taxes pursuant to a contract or otherwise) relating to the CommissionPurchased Assets or the Assumed Liabilities for any taxable period ending on or before the Closing Date, (iii) Straddle Period Taxes for which Seller is responsible pursuant to Section 6.08(b), and (iv) any Taxes for which Seller is responsible pursuant to Section 6.08(a); (e) any obligation or Liability arising out of or relating to any Contract of Seller that is not an Assigned Contract; (f) any obligation or Liability of Seller with respect to any employee or former employee of Seller and any obligation or Liability of Seller under or with respect to any Seller Benefit Plan; (g) any obligation or Liability of Seller arising out of or related to the Excluded Assets; (h) any obligation or Liability of Seller arising out of this Agreement; (i) except as otherwise provided in Section 2.01(i), any litigation of Seller; (j) any Indebtedness of Seller; (k) except as otherwise specifically set forth herein with respect to the Purchased Assets and Assumed Liabilities, any obligation or Liability of Seller existing immediately prior to the Transfer TimeEffective Date or arising out of any transaction entered into by Seller prior to the Effective Date; and (viiil) all other Liabilities except as otherwise specifically provided herein, any obligation or Liability of the Company other than the Assumed Liabilitiesany Affiliate of Seller.

Retained Liabilities. All Liabilities Without limiting any other -------------------- provision of this Agreement, the Company other than Assumed Liabilities (▇▇▇▇▇▇ Group acknowledges the "RETAINED LIABILITIES") shall be retained obligations and paidliabilities set forth on Schedule 5.09, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any applicable, the ▇▇▇▇▇▇ Group agrees to honor and properly discharge all such liability is reflected on obligations and liabilities following the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, Distribution Date. Notwithstanding anything to the extent (a) resulting from events or conditions which occurred or existed prior to contrary contained herein, the Transfer Time, or (b) arising out New Fluor indemnity provisions described in Section 3.01 of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but this Agreement shall not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only apply to the extent that the accrual for such payables ▇▇▇▇▇▇ Indemnified Parties are the cause, either directly or indirectly, of any matter, activity or omission resulting in Losses due to breach of the obligations and expenses has been properly reflected on the Closing Balance Sheetliabilities set forth in Schedule 5.09. The foregoing notwithstanding, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to any guarantees issued by Parent that are listed on Schedule 5.09 and any other guarantees by Parent of any obligations arising from the Fluor Business that survive the Distribution, the obligations of the ▇▇▇▇▇▇ Group under this Section 5.09 with respect to any such guarantee shall be deemed fully satisfied, and the ▇▇▇▇▇▇ Indemnified Parties shall not suffer any diminution of indemnity rights otherwise available under this agreement for Losses arising from such guarantee if: (a) the ▇▇▇▇▇▇ Group provides New Fluor with prompt written notice of any claims made under such guarantee and tenders the defense of such claims to New Fluor in accordance with the provisions of Section 4.01 and 4.02 hereof and (b) the ▇▇▇▇▇▇ Group complies with its obligations under Article VI hereof that arise in respect of any claims made under such guarantee. With respect to the guarantees listed on Schedule 5.09 and any other guarantees by Fluor Corporation that relate to the Fluor Business, the New Fluor Group shall discharge in a timely manner all obligations secured by such guarantees and use commercially reasonable efforts to prevent any claim from being made under such guarantees; provided, however, that nothing in this Section 5.09 shall impose any obligation or liability whatsoever on the New Fluor Group to any Asset) member of the ▇▇▇▇▇▇ Group for taking any action or refraining from taking any action in the defense, settlement or other handling of any claim against any member of the New Fluor Group covered by any Governmental or Regulatory Authority (including, without limitation, such guarantee that the Commission) prior New Fluor Group determines in good faith to be appropriate in protecting the Transfer Time; and (viii) all other Liabilities interests of the Company other than New Fluor Group with respect to such claim, except that the Assumed LiabilitiesNew Fluor Group shall use commercially reasonable efforts to cause the prompt release of any lien imposed on any assets of the ▇▇▇▇▇▇ Group in connection with any such guarantee. The obligations set forth in this Section 5.09 shall be in addition to any obligation of New Fluor to indemnify the ▇▇▇▇▇▇ Group with respect to Losses related to such guarantees pursuant to Section 3.01(e) of this Agreement.

Retained Liabilities. All Liabilities of Notwithstanding anything to the Company contrary set forth in this Agreement, the Partnership and its Affiliates (other than the Purchased Ventures) will retain all Liabilities other than the Assumed Liabilities (the "RETAINED LIABILITIES"“Retained Liabilities”), including the following Liabilities, and such Retained Liabilities shall not be assumed by Purchaser or its Affiliates: (a) shall be retained Any and paid, performed and discharged when due by the Company and Parent all 2013-2014 Harvest Liabilities; (PROVIDED, that the Company shall have the ability to contest, b) Except as set forth in good faithSection 2.5(b), any such claim Indebtedness of liability asserted in respect thereof by any Person other than Purchaser the Partnership and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):; (ic) except Other than the Assumed Liabilities, any and all Liabilities to the extent any such liability is reflected on relating to or arising from the Closing Date Balance Sheet as a current liability operation of the Business or incurred in the operation of the Business, any loss or liability of accruing prior to the Company of any nature or descriptionClosing, whether liquidated known or unknown, fixed or contingent, asserted or unasserted; (d) Any and all Liabilities for which the Partnership or any of its Affiliates (other than the Purchased Ventures) expressly has responsibility pursuant to this Agreement or any other Ancillary Agreements; (e) Any and all Liabilities to the extent (a) resulting from events relating to or conditions which occurred arising out of the Partnership’s or existed any of its Affiliates’ operation of any business other than the Business, accruing prior to the Transfer TimeClosing, whether known or unknown, fixed or contingent, asserted or unasserted; (bf) Any and all Liabilities relating to or arising out of or relating the Purchased Contracts and Purchased Leases to the Excluded Assets extent such Liabilities (including those items identified as Retained Liabilities in SECTION 1.08); i) arise from or relate to any breach or violation by the Partnership or any of its Affiliates prior to the Closing Date or (ii) arise from or relate to any loss event, circumstance or liability relating to current condition occurring or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued existing on or prior to the Transfer TimeClosing Date that, except to the extent that with notice or lapse of time, would constitute or result in a breach or violation of any of such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessPurchased Contracts or Purchased Leases; (iiig) Any and all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than any Purchased Venture to the extent arising following from or by virtue (if applicable) of it being an ERISA Affiliate of the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence Partnership or arising hereafter, owed by the Company to any of its Affiliates; (viih) Any and all Liabilities accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted, to the extent arising out of or related to the Excluded Assets; (i) Except as set forth in Section 2.5, any fines Liabilities to the extent relating to or penalties imposed against arising under any Partnership Benefit Plan; (j) Any and all Liabilities for Excluded Taxes; and (k) Any and all third party fees and expenses incurred by, or charged to, the Company (Partnership and its Affiliates, whether paid or to be paid, in connection with the negotiation, execution and consummation of the transactions contemplated by this Agreement, including fees and expenses of advisors, the cost of recording or filing any documents required to be recorded or filed with respect to the Business Purchased Real Property or Purchased Leases, and any Asset) by costs incurred to provide abstracts of title for such Purchased Real Property, but excluding any Governmental or Regulatory Authority (including, without limitation, such fees and expenses which this Agreement specifically provides are the Commission) prior responsibility of Purchaser. Notwithstanding anything in this Agreement to the Transfer Time; and contrary, in no event shall the Retained Liabilities include more than a fifty one percent (viii51%) all other share of any Liabilities of the Company other Citree that are not Purchased Ventures Accepted Liabilities or more than the Assumed a fifty percent (50%) share of Liabilities of ▇▇▇▇▇▇ Road Partners that are not Purchased Ventures Accepted Liabilities.

Retained Liabilities. All Notwithstanding anything to the contrary contained herein, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liabilities of the Company other than Assumed Liabilities Sellers of any kind, character, nature or description whatsoever (the "RETAINED LIABILITIESRetained Liabilities"), with respect to the following: (i) shall be retained Liabilities for Taxes as set forth in Article XII hereof; (ii) any Liabilities in any way relating to the Business or the APX Continuing Business and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability owed to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Sellers or any of their Affiliates other than the Liabilities set forth in Section 15.03 of the Disclosure Schedule and those reflected in the Effective Date Balance Sheet; (iii) Liabilities relating to the Excluded Assets and all Liabilities relating to or arising in connection with or as a result of actions taken or omitted to be taken by the Sellers in connection with the Non-Core Businesses listed in Section 6.05 of the Disclosure Schedule or the Non-Core Assets): , including, without limitation, all Liabilities arising out of Body Systems and Assembly Cutlass Convertible Program, including, without limitation, Liabilities arising out of any warranty obligations with respect thereto; (iiv) any Funded Indebtedness; (v) subject to the provisions of Section 18.18, Liabilities under any self-insurance maintained by the Sellers during the Interim Period except to the extent of any applicable deductible; (vi) except to the extent assumed under Article XIII, Liabilities arising in any such liability is reflected on way from the employment, compensation, benefits, or coverage under any Employee Benefit Plan or Employee Benefit Arrangement, of any employee, agent, contractor or consultant engaged in the Business at any time prior to the Closing Date Balance Sheet as who is not an Interim Employee or a current liability Transferred Employee; (vii) except to the extent assumed under Article XIII, Liabilities arising under any Employee Benefit Plan or Employee Benefit Arrangement with respect to any Interim Employee or any Transferred Employee; (viii) Liabilities resulting from or relating to claims for indemnification by any past or present officers or directors of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingenteither Seller; (ix) Liabilities for Permitted Payments, to the extent such Permitted Payments are included in the determination of Interim Period Cash Flow; (ax) except to the extent assumed under Article XIII, Liabilities resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (facts and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior circumstances giving rise to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability case of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesCorb▇▇ ▇.

Retained Liabilities. All At Closing, the Seller shall retain all Liabilities of for, and the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") Buyer shall be retained and paidnot have any Liability concerning, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed period prior to the Transfer TimeClosing Date, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Transfer Time; and Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (viiiin which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all other Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the Company other than representations and warranties contained in Sections 7.1 and 7.2 (collectively, the Assumed “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. All Except as provided in Section 1.5(a) hereof, Sellers will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Company other than Assumed Liabilities Business that precede the Effective Time (the "RETAINED LIABILITIES"except as specifically provided in subclause (vii) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or descriptionthis Section 1.5(b)), whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) not arising out of or relating to the conduct of the Sellers or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Asset; (ii) any loss Liabilities of Sellers that constitute trade payables; (iii) Liabilities of Sellers arising under or liability relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by any Seller (or any of its Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time; (iv) Liabilities of Sellers arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Sellers or any Affiliate of Sellers for the benefit of or relating to any current or former employees employee of the Business (“Seller Employee Plan”) and their eligible dependents and beneficiariesthe amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Sellers or any Affiliate of Sellers (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), including and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or Benefit Planstermination of employment by Sellers or any Affiliate of Sellers including, which accrued on without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Transfer Effective Time; (vi) Sellers’ deferred sales commissions; (vii) Liabilities of Sellers, based in whole or in part on violations of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued are identified in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andEnvironmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all other Liabilities of Sellers for any Tax for (A) operations of the Company other than Business prior to the Assumed Liabilities.Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the Pre-35 Funeral Home to the extent specified in Section 5.13; (C) the transfer of the Acquired Assets; and

Retained Liabilities. All Except as provided in Section 1.4(a) hereof, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Company other than Assumed Liabilities Business that precede the Effective Time (the "RETAINED LIABILITIES"except as specifically provided in subclause (vii) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or descriptionthis Section 1.4(b)), whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) not arising out of or relating to the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Asset irrespective of whether such liability relates to the period before or after Closing; (ii) any loss Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or liability the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employees employee of the Business (“Seller Employee Plan”) and their eligible dependents and beneficiariesthe amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), including and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or Benefit Planstermination of employment by Seller or the NFPs, which accrued on including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Transfer Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such liability is reflected on Liabilities are identified in the Closing Balance Sheet Environmental Reports. (viii) Except as a current liability otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business; Business prior to the Effective Time; (iiiB) all Liabilities with respect to gaming chips Pre-Closing Tax Periods and tokens issued by Straddle Tax Periods for the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except NFPs to the extent that such liability is reflected on specified in Section 5.12; (C) the Closing Balance Sheet as a current liability transfer of the Business; Acquired Assets; and (vC) all Indebtedness income earned by the Pre-Need Trust Funds and the Endowment Care Funds (other than current accounts payable or accrued expenses as each of the Company incurred or accrued these terms is defined in the ordinary course of business, but only Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent that such income (1) is not taxable to the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheetapplicable trusts as independent taxpayer entities, and other than (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the extent arising following the Transfer Time under Contracts that constitute AssetsEffective Time); (viix) Liabilities of Seller or any Liability, whether currently in existence of the NFPs arising out of or arising hereafter, owed by the Company relating to any Proceeding to which Seller or any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect NFPs is a party on the date of this Agreement and relating to the Business or any Asset) by any Governmental or Regulatory Authority of the matters referenced on Schedule 10 (including, without limitation, the Commission) prior to the Transfer Time“Retained Proceedings”); and (viiix) all other Liabilities arising out of the Company other than management of the Assumed LiabilitiesManaged Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. All Liabilities The parties specifically acknowledge that Buyer is not agreeing to assume, and shall not be liable or responsible for, any Liability of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities Affiliate of the Company other than the Assumed Liabilities and that nothing in this Agreement, including this Section 2.4, will be construed as an agreement otherwise. Without limiting the foregoing and notwithstanding anything to the contrary contained in this Section 2.4 or elsewhere in this Agreement, the following Liabilities of Seller are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assumed Liabilities and will be retained by Seller and remain the sole responsibility of Seller following the Closing (the “Retained Liabilities”): (a) any Liability arising out of, in connection with or relating to any loan or other indebtedness, unless such Liability is an Assumed Liability; (b) any Liability arising prior to Closing out of, in connection with or relating to any of the Acquired Assets, including the Acquired Leases and the other Acquired Contracts; (c) any Liability arising out of, in connection with or relating to any assets, properties or Contracts that are not included in the Acquired Assets, including the Excluded Assets; (d) any Liability arising out of, in connection with or relating to any Taxes attributable to or imposed upon the Company or its Affiliates, or attributable to or imposed upon the Acquired Assets for the Pre-Closing Period, but excluding any Transfer Taxes; (e) any Liability arising out of, in connection with or relating to any Plan; (f) any Liability arising out of, in connection with or relating to the Company’s disposition of an application for employment, the employment of any employee or the termination of the employment of any employee; (g) any Liability of the Company to any Affiliate of the Company; (h) any Liability of the Company under this Agreement, the other Transaction Agreements or any other Contract between the Company and Buyer; (i) any payment obligation for goods or services provided to the Company before the Closing Date, unless such Liability is an Assumed Liability; (j) any Liability arising from, in connection with or relating to the Company’s acts or omissions occurring after the Closing; (k) any Liability arising from, in connection with or relating to the breach of any Contract on or prior to the Closing or any Liability for payments or amounts due under any Contract on or prior to the Closing; (l) any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, unless such Liability is an Assumed Liability; (m) any Liability for expenses and fees incurred by the Company in or incidental to the preparation of the Transaction Agreements, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including all banking, advisory, broker, counsel and accounting fees; (n) any Liability to any holder of any equity interest in the Company; (o) any Liability of the Company for worker health claims (including but not limited to claims or damages for worker’s compensation, personal injury, disease, or death claims), natural resources damage claims, and any other claims by third parties for any personal injury or property damage arising or resulting from, or Remedial Action to address, environmental contamination found on or emanating from the Real Property, other than the Assumed Liabilities, for events occurring or conditions existing on or under the Real Property prior to the Closing Date that are unknown to the Buyer as of the Closing Date; provided, however, that Buyer shall not be entitled to indemnification with respect to any such claim, to the extent that such claim is discovered or identified: (a) as a result of any invasive environmental investigation or sampling at the Real Property on behalf of Buyer after the Closing Date unless such investigation or sampling was required under applicable Environmental Law, or (b) as a result of Buyer requesting any Governmental Authority or other Person to investigate any matter, take any corrective action or enforce any rights in a manner that materially prejudices Seller’s responsibilities under this Section 2.4, unless required to do so under applicable Environmental Law. Notwithstanding the foregoing, communication or correspondence by Buyer with a Governmental Authority or other Person for purposes of any legally required reporting of any pre-Closing conditions of material non-compliance with Environmental Law shall not cause Buyer to forfeit the right to indemnification for any costs arising out of or in connection with any environmental indemnification claim; (p) fines or penalties relating to noncompliance with Environmental Permits or Environmental Laws that occurred prior to Closing, but not including any fines or penalties relating to Assumed Liability 2.3(c); and (q) any Liability with respect to or arising out of claims of creditors of the Company that the Transaction constitutes a fraudulent transfer or conveyance of the assets of the Company.

Retained Liabilities. All Liabilities of Notwithstanding anything in this Agreement to the Company other than contrary and excluding the Assumed Liabilities (the "RETAINED LIABILITIES") unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be retained solely and paidexclusively liable with respect to, performed and discharged when due by the Company shall pay, perform or discharge, indemnify, defend and Parent (PROVIDED, that the Company shall have the ability to contest, in good faithhold harmless Buyer and its Affiliates against, any such claim loss, liability, damage or expense arising from those certain specified Liabilities of liability asserted in respect thereof by any Person other than Purchaser and its AffiliatesSeller set forth below (collectively, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) except all Liabilities solely relating to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or Retained Assets; (b) arising out of all Liabilities that Seller and its Affiliates have expressly agreed to retain, pay for or relating to the Excluded Assets (including those items identified be responsible for, as Retained Liabilities particularly set forth in SECTION 1.08)this Agreement; (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiic) all Liabilities with respect relating to gaming chips any professional fees and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company Seller or any of its Affiliates incurred in connection with this Agreement, including any fees or accrued in the ordinary course expenses of business, but only legal counsel to the extent that the accrual for such payables Seller and fees and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence of H▇▇▇▇▇▇▇ L▇▇▇▇ or arising hereafter, owed by the Company to any of its Affiliates; (viid) any Liabilities arising from the pending litigation set forth in Schedule 4.09, excluding the Liabilities assumed by Buyer pursuant to Section 2.03(h) hereof; (e) subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any of the Acquired Assets attributable to any period (or portion thereof) ending on or prior to the Closing; (f) any retrospective premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy covering any Retained Liability; (g) all Liabilities related relating to any fines agreement or penalties imposed against arrangement not transferred to or acquired by Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the Company Closing; (h) subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities to Employees or former employees of the Business, including, without limitation, all Liabilities under the Plans and all other employee benefit plans maintained by Seller or any of its Affiliates; (i) subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities of GH Securities attributable to any period (or with respect portion thereof) ending on or prior to the Closing; and (j) all Liabilities relating to the Business or any Asset) of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any Governmental or Regulatory Authority (applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on Seller’s or any of its Affiliates’ conduct, or failure to act, occurring during the Commission) prior period of Seller’s title to the Transfer Time; and (viii) all other Liabilities related Acquired Assets. In the event of a conflict between the Company other than the definition of “Assumed Liabilities” and the definition of “Retained Liabilities”, the definition of “Assumed Liabilities” shall control.

Retained Liabilities. All Except in each case as otherwise expressly provided in this Agreement, none of Buyer or any Buyer Designee or any of their Subsidiaries shall be a successor to Seller or any of its Subsidiaries (other than, for the avoidance of doubt, the Transferred Entities and the JV Entities) with respect to, and shall not assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible for, any Liabilities of the Company Seller or any of its Subsidiaries other than the Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities, the “Retained Liabilities”). Without limiting the generality of the foregoing, none of Buyer, any Buyer Designee or any of their Subsidiaries assumes or agrees to pay, perform or otherwise discharge the following Liabilities of Seller or any of its Subsidiaries: (a) all obligations and Liabilities primarily relating to or arising out of any Retained Assets or any Retained Business; (b) all obligations and Liabilities arising from or in connection with the Reorganization (including costs and expenses incurred in connection therewith) excluding obligations and Liabilities for Transfer Taxes which are addressed in Section 6.02(a); (c) all obligations and Liabilities for Seller Taxes; (d) all obligations and Liabilities for which Seller is made responsible pursuant to the terms of this Agreement or the Transaction Documents; (e) all of the out-of-pocket fees and expenses (including all fees, expenses, and disbursements of counsel, accountants, investment bankers, experts, and consultants to Seller or any of its Subsidiaries) incurred by Seller or any of its Subsidiaries in connection with the preparation, negotiation, execution, and consummation of the transactions contemplated by this Agreement (including the Reorganization); (f) the obligations and Liabilities set forth in Section 2.06(f) of the Seller Disclosure Schedule; and (g) all personal injury claims arising from the actual or alleged exposure prior to Closing to asbestos contained in or forming part of any Owned Real Property or Leased Real Property of any Transferred Entity or JV Entity or any of their respective predecessor companies or in any way relating to any Transferred Asset, Transferred Interest or JV Interest.

Retained Liabilities. All Notwithstanding anything to the contrary contained herein, the Sellers shall retain, and Purchaser shall not assume, any and all Liabilities of the Company Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid“Retained Liabilities”), performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):including: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) Liabilities arising out of or relating related to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Assets; (b) Liabilities of the Sellers or any of their respective Affiliates or ERISA Affiliates relating to any current or former employee or other service provider of the Sellers or any of their respective Affiliates, or any dependent or beneficiary thereof, which is not an Assumed Liability, including: (i) any Liability arising under any Seller Benefit Plan, including any Multiemployer Plan or other Pension Plan; (ii) any loss Liability that constitutes a Withdrawal Liability, COBRA Liability or liability relating to WARN Liability; (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by the Sellers or any of their respective Affiliates of any current or former employees employee or other service provider; and (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the Business (and their eligible dependents and beneficiariestransactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of any Seller or any of its Affiliates (including any Business Employee) who does not become a Transferred Business Employee (or any dependent or beneficiary thereof), and (B) with respect to employment any Transferred Business Employee, incurred, accruing or Benefit Plans, which accrued on or arising prior to the Transfer Time, except Employment Commencement Date applicable to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessTransferred Business Employee; (iiic) Any and all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability Indebtedness of the Business; (v) all Indebtedness (other than current accounts payable any Seller or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (viid) all All Seller Transaction Expenses; (e) Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timefor Seller Taxes; and (viiif) all other Liabilities set forth on Schedule 2.7(f). The Parties acknowledge and agree that neither Purchaser nor any of the Company other than the Assumed its Affiliates will be required to assume or retain any Retained Liabilities.

Retained Liabilities. All (a) Notwithstanding anything in this Agreement to the contrary, Purchaser and Purchaser's Subsidiary shall not assume, and shall be deemed not to have assumed, any Liabilities of Seller or the Company Domestic Business except as provided in Section 2.3(a), and Seller shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, and indemnify Purchaser and its Subsidiaries against any loss, liability, damage or expense arising from all Liabilities of Seller and the Domestic Business (it being understood that Seller shall indemnify Purchaser in accordance with Section 9.1(a) hereof in proportion to Seller's ownership interest in each such Seller's Foreign Subsidiary with respect to Liabilities which arise in one of Seller's Foreign Subsidiaries to the extent such Liability would be considered a Retained Liability under subsections (i)-(xv) of this Section 2.4), whether disclosed or undisclosed, whether known or unknown, other than the Assumed Liabilities (collec tively, the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid), performed and discharged when due by the Company and Parent (PROVIDEDincluding, that the Company shall have the ability to contestwithout limitation, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):those Liabilities set forth below: (i) except all Liabilities relating to the Retained Assets; (ii) all Liabilities each of Seller or its Subsidiaries has expressly agreed to retain, pay for or be responsible for pursuant to this Agreement; (iii) all Liabilities of the Business or the Business Subsidiaries arising out of the conduct of the Business on or prior to Closing (other than Liabilities of the Seller's Foreign Subsidiaries); (iv) all Liabilities of the Business or a Business Subsidiary under Environmental Laws arising from activities occurring on or prior to the Closing; (v) all Liabilities of the Business or a Business Subsidiary, for Taxes attributable to any period (or portion thereof) ending on or prior to Closing, including all Taxes arising out of the Business or the Assets, including any ad valorem, real or personal or intangible property, sales, personal, social security or other Taxes which are not due or assessed until after Closing but which are attributable to any period (or portion thereof) ending on or prior to Closing; (vi) all Liabilities (excluding Liabilities of Seller's Foreign Subsidiaries to the extent any such liability is reflected on the Closing Date Foreign Subsidiaries Balance Sheet as a current liability Sheets) of the Business, any loss Business or liability a Business Subsidiary to the current or former employees of the Company of Business or a Business Subsidiary relating to or arising out any nature period on or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer TimeClosing except for Liabilities to current employees of the Business or a Business Subsidiary for vacation days accrued and sick pay earned under Seller's current programs; (vii) all Liabilities of Seller arising out of or related to any Encumbrances on any Asset, or (b) including, without limitation, any and all mortgages on any of the Real Property other than such Liabilities arising out of or relating to the Excluded ownership, operation, use or disposition of the Assets after the Closing; (including those items identified viii) all Liabilities (excluding Liabilities of Seller's Foreign Subsidiaries to the extent reflected on the Foreign Subsidiaries Balance Sheets) for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to Assets or products of the Business or a Business Subsidiary (or any part or component) designed, manufactured, serviced, leased or sold, or services performed, by the Business or a Business Subsidiary, including, without limitation, any such Liabilities based on negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use or allegations concerning any of the foregoing; (ix) all Liabilities arising from contracts related to the Domestic Business entered into by Seller which, for whatever reason, are not assignable to Parent, Purchaser or Purchaser's Subsidiary as Retained listed on Section 2.4(a)(ix) of the Disclosure Schedule; (x) all Liabilities in SECTION 1.08arising from the pending litigation set forth on Section 2.4(a)(x) of the Disclosure Schedule and other litigation pending at the Closing (other than litigation being maintained or prosecuted for the benefit of the Business); (iixi) any loss all Liabilities arising out of or liability relating to current the Business or former employees Assets or products of the Business (or a Business Subsidiary and their eligible dependents and beneficiaries), including with respect to employment arising from events or Benefit Plans, which accrued circumstances occurring on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to any part or component) or services which are performed by the Business or a Business Subsidiary which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with any Asset) by any Governmental or Regulatory Authority (Applicable Law, including, without limitation, any relating to employment, workers' compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law; (xii) all Liabilities arising from Article VII of the Commission) prior Stock Purchase Agreement dated as of October 30, 1998 between Seller and ▇▇▇▇ ▇. ▇' ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ except to the Transfer Timeextent covered by the deferred compensation obligations set forth in Section 2.3(a)(iv); (xiii) all Liabilities arising from the Stock Purchase Agreement dated as of December 9, 1998 between Seller and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and the transactions contemplated thereby ("the Green Purchase Agreement") except to the extent covered by (i) the deferred compensation obligations set forth in Section 2.3(a)(iv), (ii) as set forth on the June 30, 2000 Balance Sheet and (iii) the obligations under the Supply Agreement as defined in the Green Purchase Agreement; (xiv) any retrospective premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business and/or any of the Business Subsidiaries or their respective predecessors covering any Liability that is a Retained Liability; and (viiixv) all other Liabilities to the extent relating to or arising out of the Company operations or businesses of Seller or any of its Subsid iaries other than the Assumed LiabilitiesBusiness or the Assets.

Retained Liabilities. All Notwithstanding anything to the contrary contained in this Agreement, except as otherwise set forth in the Employee Matters Agreement, it is expressly understood and agreed that there shall be excluded from the Liabilities being assumed by AHD pursuant to Section 2.4 all Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon Atlas or any of the AssetsAtlas Subsidiaries (including the Purchased Entities) that are not described in Section 2.4 and the following Liabilities of Atlas or any of the Atlas Subsidiaries (including the Purchased Entities) (collectively, the “Retained Liabilities”): (ia) except all Liabilities to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or resulting from the Retained Assets; (b) other than Indebtedness described in Section 2.4(h), all Indebtedness; (c) all Liabilities for which Atlas or any of the Atlas Subsidiaries is expressly responsible pursuant hereto or pursuant to any Ancillary Agreement; (d) all Liabilities relating to H▇▇▇▇▇ (other than the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08New Hedge Contract); (iie) any loss fees, expenses, indemnification obligations and other Liabilities owed by Atlas or liability relating the Atlas Subsidiaries to current or former employees their respective advisors, including Jefferies & Co., Incorporated and its Affiliates and Deutsche Bank Securities Inc., on account of the Business (acquisition advisory services provided to Atlas and their eligible dependents the Atlas Subsidiaries by such advisors, and beneficiaries), including with respect to employment any other costs or Benefit Plans, which accrued on expenses incurred by Atlas or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any of the Business; (iii) all Liabilities Atlas Subsidiaries in connection with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitationtransactions contemplated hereby, the Commission) prior to Merger and/or the Transfer TimeLaurel Mountain Acquisition; and (viiif) all other Liabilities of the Company other than the Assumed LiabilitiesExcluded Taxes.

Retained Liabilities. All Liabilities 2.1 From and after the Closing Date, and subject to the provisions of Article 10 hereof, Seller shall retain or assume and pay, perform or otherwise discharge the Company other than Assumed Liabilities following (collectively, the "RETAINED LIABILITIESRetained/Assumed Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except a. all Tax liabilities of MRT to the extent any such liability is they arise in respect of Tax periods ending prior to the Closing Date and are not accrued or adequately reserved for as reflected on in the Closing Date Balance Sheet Sheet; b. all payment obligations, whether asserted prior to or after the Closing, of MRT or Seller, as the case may be, to MRT Employees set forth under those agreements identified in Section 1.1.b of the Disclosure Schedule as a current liability result of the Businesstransaction(s) contemplated in this Agreement, including Employee Stay Liabilities, in each case other than for severance and/or termination pay by reason of the termination of employment of any of such persons on or after the Closing Date, whether by Purchaser or MRT; c. except as otherwise specifically set forth in this Agreement, any loss obligations and liabilities relating to any MRT Employee or liability of the Company employees of any nature or descriptionERISA Affiliate of Seller, arising under any Seller Retirement Plans, whether liquidated asserted prior to or contingent, after the Closing except for contribution obligations of MRT in respect to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued Seller's DC Plan in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on business accrued as of the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Date; (vi) d. any LiabilityLiabilities covered by Section 7.2.e hereof, whether currently in existence asserted prior to or arising hereafterafter the Closing; e. all finders' fees, owed by the Company brokerage commissions, or similar compensation payable to any of its Affiliates; (vii) all Liabilities related to any fines Person retained by Seller or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) MRT prior to the Transfer TimeClosing to assist or represent either of them in connection with the transactions contemplated hereby or any previous efforts to effect a sale of MRT or the Business, whether asserted prior to or after the Closing; and (viii) f. all other Liabilities legal and accounting fees incurred by MRT to any lawyers or accountants retained by Seller or MRT prior to the Closing in connection with this Agreement or the transactions contemplated hereby or any previous efforts to effect a sale of MRT or the Company other than Business, whether asserted prior to or after the Assumed LiabilitiesClosing.

Retained Liabilities. All Liabilities Subject to the terms of this Agreement, Seller hereby expressly retains and agrees to pay, perform, and discharge the Company other than Assumed following duties, obligations, and Liabilities (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability performance of the Businessterms, any loss conditions, and covenants of, and the discharge of Seller’s duties, obligations, and Liabilities (other than obligations or liability Liabilities for the payment of money) arising under the Company of any nature or descriptionterms of, whether liquidated or contingentthe Leases, to the extent (a) resulting from events or conditions which occurred or existed Real Property Interests, the Transferable Permits, and the Contracts for the period prior to the Transfer Possession Time, or ; (b) arising out except for Assumed Liabilities, all obligations and Liabilities of or relating to Seller for the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees payment of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or money with respect to the Business or any Asset) by any Governmental or Regulatory Authority Assets (including, without limitation, the Commissionpayment of Seller’s costs and expenses incurred in connection with the Assets and the payment of Seller’s royalties, overriding royalties, and other similar burdens on production, as well as all rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the Leases) for the period prior to the Transfer Effective Time; and; (viiic) all other Claims and Liabilities relating to the payment of taxes (including interest, penalties, and additions to tax) for which Seller has agreed to be responsible hereunder; (d) except for Assumed Liabilities, all Claims and Liabilities, whether in contract, in tort, or arising by operation of Law, against or suffered by Seller that relate in any way to, the Assets (INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF BUYER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES), to extent that any such Claim or Liability, or the acts, omissions, events, or conditions giving rise thereto, arose, occurred, or existed prior to the Possession Time, regardless of whether such Claim or Liability has been asserted as of the Company Possession Time; (e) all Claims (if any) of third Persons, whether as the result of audits or otherwise, to refunds, adjustments, settlements of disputes, or other than amounts of any kind due under the Assumed Liabilities.terms of the Leases, the Real Property Interests, the Transferable Permits, or the Contracts and attributable to the period prior to the Effective Time; (f) all amounts payable by Seller under the terms of all exchange traded futures contracts and over-the-counter derivative contracts to which Seller is a party as of the Effective Time, including, without limitation, all breakage costs (if any) incurred by Seller under the terms of any such agreement as the result of the transactions contemplated in this Agreement; (g) all indebtedness (if any) of Seller, whether or not encumbering all or any portion of the Assets;

Retained Liabilities. All Notwithstanding anything in this Agreement to the contrary, any disclosure contained herein or made pursuant hereto, anything otherwise known to Buyer, Buyer does not assume and will not become responsible for any liability or obligation (whether known or unknown) of Seller except the Assumed Liabilities. Without limiting the generality of the foregoing, the following are included among the Retained Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest Seller which Buyer does not result in a Lien upon any of the Assets):expressly or impliedly assume: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability all accounts payable of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Seller; (ii) any loss or liability relating to current or former employees all Indebtedness of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessSeller; (iii) all Liabilities liabilities of Seller with respect to gaming chips and tokens issued any expenses relating to the transactions contemplated by the Company (but not progressive meters), except as provided otherwise hereinthis Agreement; (iv) all Liabilities related liabilities of Seller with respect to Benefit Plansall Taxes for all periods, except to the extent that such liability is reflected on whether arising before the Closing Balance Sheet as a current liability Date, including, but not limited to, all Transfer Taxes resulting from or payable in connection with the sale of the BusinessPurchased Assets pursuant to this Agreement; (v) all Indebtedness (other than current accounts payable liabilities of Seller with respect to any pending, threatened or accrued expenses of the Company incurred unasserted litigation, claim, demand, investigation or accrued in the ordinary course of businessproceeding including, but only without limitation, liabilities relating to insurance claims, any liabilities relating to the extent that Leased Real Property or to the accrual for such payables Excluded Assets, and expenses has been properly reflected on liabilities relating to any Tax owed or alleged to be owed to any Governmental Authority with respect to matters which occurred prior to the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Date; (vi) any Liabilityobligation or liability of Seller incurred in connection with the execution, whether currently in existence delivery or arising hereafter, owed by the Company to any performance of its Affiliates;this Agreement; and (vii) all Liabilities related liabilities of Seller which are attributable to any fines or penalties imposed against the Company (or non-compliance with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilitiesapplicable Laws.

Retained Liabilities. All Except for the Assumed Liabilities, Buyer is not assuming and expressly disclaims the assumption of any Liabilities of Seller, whether or not such Liabilities arise from or relate to the Company Purchased Assets or the operation of the Business prior to the Closing (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, and solely for purposes of clarity, the Retained Liabilities include: (a) all Liabilities arising from or relating to products sold, or services provided, on or prior to the Closing Date that do not constitute Assumed Liabilities; (b) all Liabilities arising from or relating to accrued expenses, accounts payable, indebtedness or other payment obligations that do not constitute Assumed Liabilities; (c) all Liabilities arising from or relating to any Encumbrances (other than Assumed Permitted Encumbrances) related to Seller’s ownership of the Purchased Assets or the Business and surviving the Closing; (d) all Liabilities arising out of or in connection with any breach of the Assigned Contracts occurring prior to the Closing, and all Liabilities arising from or relating to Contracts to which Seller is party that are not Assigned Contracts; (e) all Liabilities for any Taxes arising from Seller’s use, ownership or operation of the "RETAINED LIABILITIES") shall Purchased Assets or the conduct of the Business by Seller on and prior to the effective time of Closing, including any income Taxes that may be retained owing by Seller as a result of the sale of the Purchased Assets and paidincluding any Taxes described in Section 8.2 attributable to pre-Closing Date portions of any Straddle Periods, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability but excluding any Taxes described in Section 8.2 attributable to contestpost-Closing Date portions of any Straddle Periods whether, in good faitheach case, payable before or after Closing; (f) all Liabilities arising from or relating to any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long Proceeding or Order to which Seller is a party or is otherwise bound as such contest does not result in a Lien upon any of the Assets):Closing to the extent arising or related to a period prior to the Closing Date; (g) all Liabilities arising from or relating to Breaches of Law (including Environmental and Safety Requirements), including any Breach of a Permit, occurring prior to the Closing; (h) all Liabilities of Parent; (i) except to as provided in the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability proviso of the BusinessSection 6.6(b)(i), any loss or liability all Liabilities of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting Seller arising from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss employment, retention or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries)termination by Seller, including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business Business, Parent, of any of their current or former officers, directors, employees or independent contractors, including but not limited to all Liabilities for salaries, bonuses, withholding, expense reimbursements, benefits or severance payments (unless otherwise allocated between the parties elsewhere in this Agreement), all Liabilities arising from or relating to Seller’s or Parent’s compliance with applicable employment Laws, all Liabilities arising from or relating to any Asset) employment agreements that Seller or Parent may have executed with its employees and all Liabilities to indemnify, reimburse or advance any amounts to any officer, director, employee, consultant or other agent or representative of Seller or Parent (whether in connection with the transactions contemplated by any Governmental this Agreement or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timeotherwise); and (viiij) all other Liabilities otherwise arising from or relating to Seller’s use, ownership or operation of the Company other than Purchased Assets or the conduct of the Business prior to Closing that do not constitute Assumed Liabilities.

Retained Liabilities. All Except as expressly provided in Section 2.6, Buyer shall not assume or be liable for (nor shall Buyer cause any of its Affiliates to assume or be liable for) any other Liabilities of Sellers or any of their Affiliates, whether or not relating to the Company Business (the “Retained Liabilities”), including the following: (a) Except as set forth in Section 2.6(b), any Indebtedness; (b) Any and all Liabilities for which any Seller expressly has responsibility pursuant to this Agreement; (c) Any and all Liabilities that relate to, or arise out of, directly or indirectly any Seller’s or any of its Affiliate’s operation of any business or division other than Assumed the Business; (d) Any Liabilities (the "RETAINED LIABILITIES") shall be retained of Pro Canadian and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contestany Liabilities of any Subsidiary of Pro Canadian, in good faitheach case, to the extent unrelated to the Business; (e) Any and all Liabilities of any Purchased Company or any Subsidiary of a Purchased Company that arises by virtue (if applicable) of it being an ERISA Affiliate of any Seller or its Affiliates; (f) Any and all Liabilities to the extent arising out of or related to the Excluded Assets or included in the Specified Assets and Liabilities; (g) Except as set forth in Section 5.7, any such claim of liability asserted in respect thereof by Liabilities relating to or arising under any Person other than Purchaser Benefit Plan ; (h) Any and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):all Liabilities for Taxes for which Sellers are responsible pursuant to Section 6.1; (i) except Except as set forth in Section 5.7, any and all Liabilities of the HDS Group or any of its Affiliates in respect of (1) Business Employees related to pre-Closing periods or as a result of the Closing or (2) any Inactive Current Business Employee related to any period before the Return Date of such Inactive Current Business Employee or as a result of the Closing; (j) Any and all Liabilities relating in any way to the Jacksonville Site, including the cleanup of environmental contamination at or from such Real Property and any third-party claims associated with such Real Property; (k) Any and all Liabilities relating to or arising out of the Pre-Closing Restructuring; (l) Any and all Liabilities relating to or arising out of any performance bond, bid bond, letter of credit, guaranty or other similar instrument of any Seller or any Affiliate of any Seller, to the extent any such liability is reflected on the Liability relates to any pre-Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)period; (iim) any loss Any and all Liabilities that relate to, or liability relating to current or former employees of arise out of, the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessRestrictive Covenant Contracts; (iiin) all Liabilities with respect to gaming chips Any and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected matters set forth on the Closing Balance Sheet as a current liability Section 2.7(n) of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeSeller Disclosure Schedules; and (viiio) Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other Liabilities professional advisors incurred by any Seller or any Affiliate of any Seller in connection with the Company auction or other than sale process to sell the Assumed LiabilitiesBusiness or the negotiation and execution of this Agreement.

Retained Liabilities. All Liabilities The liabilities and obligations which shall be retained by the Company (the "Retained Liabilities") shall consist of all liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidLiabilities, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commissionfollowing: (a) all liabilities of the Company relating to indebtedness for borrowed money; (b) all liabilities of the Company resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Company under this Agreement in accordance with the indemnification provisions of this Agreement; (c) all liabilities of the Company for federal, state, local or foreign Taxes, including Taxes incurred in respect of or measured by the income of the Company earned on or realized prior to the Transfer TimeClosing Date, including any gain and income from the sale of the Purchased Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health or safety claims to the extent arising out of the operation of the Business or the Purchased Assets by the Company on or before the Closing Date; (e) all liabilities of the Company arising in connection with its operations unrelated to the Business except as otherwise specifically provided in Schedule 1.3; (f) any liability of the Company based on its tortious or illegal conduct; (g) any liability or obligation incurred by the Company in connection with the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses other than through Healtheon's or Acquisition Sub's breach of this Agreement; (h) any liability or obligation incurred by the Company in connection with the negotiation, execution or performance of, and settlement of any claims pertaining to, the Netsource Agreement (as defined herein) and the transactions contemplated thereby, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; and (viiii) all other Liabilities of liabilities incurred by the Company after the Closing Date other than through Healtheon's or Acquisition Sub's breach of this Agreement (except to the Assumed Liabilities.extent such liability is specifically assumed by Acquisition Sub); and

Retained Liabilities. All Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for any Liabilities of Seller including Seller's Liabilities under this Agreement and the Company other than Assumed Liabilities Operative Agreements and including, but not limited to the following (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to any Liabilities of Seller in connection with the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss Pollution Control Bonds or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)claims by bondholders; (ii) any loss or liability relating to current or former employees of the Business (Environmental Fines and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessPenalties; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinany Off-Site Environmental Liabilities; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessany ▇▇▇▇▇▇▇▇ Falls Liabilities; (v) all Indebtedness (other than current accounts payable or accrued expenses any Liabilities of the Company incurred or accrued Seller in the ordinary course respect of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute any Excluded Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any Liabilities of its AffiliatesSeller for Taxes; (vii) all any Liabilities related to any fines or penalties imposed against the Company (or of Seller with respect to commitments for the Business purchase or sale of power or fuel, other than as provided in Section 1.02(a); (viii) except as set forth in Section 5.03, any Asset) by Liabilities relating to Seller's employment of, termination of employment of, provision of benefits to, and compensation of employees employed at the Assets, including but not limited to an Employee whose employment principally relates to any Governmental Assets, and any personal injury, discrimination, harassment, wrongful discharge or Regulatory Authority other wrongful employment practice, unfair labor practice, claims for benefits (includingincluding claims arising under ERISA or workers' compensation laws), without limitationor similar claims or causes of action, the Commission) prior known or unknown, absolute or contingent, asserted or unasserted, of any such person arising out of acts or omissions occurring or otherwise attributable to the Transfer Timeperiod on or before the Closing; and (viiiix) all other except as set forth in Section 5.03, any Liabilities of Seller relating to any Benefit Plan, or to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) of Seller, whether or not terminated, established, maintained or contributed to by Seller or any of its ERISA Affiliates at any time, or to which any of Seller or any of its ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Company Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non- compliance with COBRA or HIPAA; (D) with respect to noncompliance with any other than applicable provision of the Assumed LiabilitiesCode, ERISA or any other applicable laws; or (E) with respect to any suit, proceeding or claim which is brought against Purchaser with respect to any such Benefit Plan or ERISA Affiliate Plan, against any such Benefit Plan or ERISA Affiliate Plan, or against any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan.

Retained Liabilities. All Liabilities Buyer shall not assume and at the Closing Sellers shall retain, be responsible for and pay, perform and discharge when due, all of the Company other than Assumed Liabilities liabilities and obligations relating to or arising from the following (collectively referred to herein as the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (a) any indebtedness for money borrowed by Citizens or LGSN (including items due to a Seller or its Affiliates) other than payment obligations arising after the Closing Date (i) under any equipment lease listed in Part VIII of Schedule 5.12, (ii) under any line extension Contracts or similar construction arrangements and (iii) in respect of customer deposits or advances, it being understood and agreed that such leases, Contracts, deposits, advances and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Citizens or LGSN or any of their Affiliates; (c) Excluded Assets; (d) Non-Transferred Employees, the Employee Plans and the Employee Agreements (except in each case to the extent otherwise provided in Article X) and any breach or default by, or obligations of, Citizens or LGSN with respect to any Transferred Employee occurring, arising or accruing on or prior to the Closing Date or occurring, arising or accruing with respect to any event which occurred on or prior to the Closing Date (except to the extent any such liability is reflected on obligation becomes the Closing Date Balance Sheet as a current liability obligation of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities Buyer in SECTION 1.08accordance with Article X); (iie) any loss the Proceedings listed on Schedule 5.8 and all other Proceedings, other than General Proceedings, involving Citizens or liability relating to current LGSN, the Assets or former employees of the Business based on conduct (and their eligible dependents and beneficiariesincluding Citizens' or LGSN's performance under any Contract included among the Assets), including with respect to employment action, facts, circumstances or Benefit Plansconditions existing, which accrued arising or occurring on or prior to the Transfer Time, except to the extent that such liability is reflected on before the Closing Balance Sheet as a current liability of the BusinessDate; (iiif) all Environmental Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters)any action, except as provided otherwise herein; (iv) all Liabilities related to Benefit Plansfact, except circumstance or condition to the extent that such liability is reflected existing, arising or occurring on or before the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (Date other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business existence of non-friable asbestos and asbestos-containing materials (to the extent the same do not violate existing Environmental Law) and any post-Closing activity that disturbs asbestos or asbestos-containing materials; (g) any obligation or liability owing to either Seller or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timeof their Affiliates; and (viiih) all other Liabilities liabilities or obligations, whether known or unknown, accrued or contingent, of Citizens or LGSN relating to or arising from the ownership or use of the Company other than Assets or the operation or conduct of the Business by Citizens or LGSN (or their predecessors in interest) on or before the Closing Date that is not an Assumed Liabilities.Liability or that becomes the responsibility of Buyer as provided in Article X.

Retained Liabilities. All Liabilities of the Company Harpoon other than the Assumed Liabilities (the "RETAINED LIABILITIES"“Retained Liabilities”) shall be retained and paidremain the sole responsibility of Harpoon, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):including: (i) except all Liabilities of Harpoon arising under this Agreement (with respect to the extent any such liability is reflected on performance of this Agreement following the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Effective Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss all Liabilities of Harpoon arising under the Retained Contracts, whether arising prior to, on or liability relating after the Closing Date; [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to current or former employees Rule 406 of the Business (and their eligible dependents and beneficiaries)Securities Act of 1933, including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business;amended. (iii) all Liabilities with respect of Harpoon pertaining to gaming chips and tokens issued by any Harpoon Intellectual Property, whether arising prior to, on or after the Company Closing Date, other than Liabilities arising from Maverick exercising its rights under Section 2.2(a) (but not progressive metersunless such Liabilities arise solely because any Harpoon Intellectual Property licensed under Section 2.2(a) was generated through the interference, infringement, violation or misappropriation of the Intellectual Property of another Person), except as provided otherwise herein; (iv) all Liabilities related of Harpoon relating to Benefit Plansany Transferred Intellectual Property for interference, except infringement, violation or misappropriation with respect to the extent that such liability is reflected on Intellectual Property of another Person, arising at or prior to the Closing Balance Sheet as a current liability of the BusinessEffective Time; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual Liabilities for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time Taxes for which Harpoon is responsible under Contracts that constitute Assets)Section 7.1; (vi) all Liabilities of Harpoon (including with respect to costs, disbursements, Taxes, withholding and reporting) incurred in connection with the termination or transfer of employment of any Liability, whether currently Harpoon Employee prior to or in existence or arising hereafter, owed connection with the transactions contemplated by the Company to any of its Affiliatesthis Agreement; (vii) all Liabilities related to any fines of Harpoon arising under the Harpoon Employee Plans, whether arising prior to, on or penalties imposed against after the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andClosing Date; (viii) all other Liabilities of Harpoon under any Environmental Law relating to any real property owned or leased by Harpoon prior to, on or after the Company other than Closing Date; and (ix) all Liabilities incurred to complete, and otherwise arising from, the Assumed LiabilitiesDistribution.

Retained Liabilities. All Liabilities Seller and its Affiliates retain and will be responsible for timely satisfying and discharging all of the Company other than Assumed following Liabilities (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) any component of working capital (except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability constituting an Assumed Liability); (b) all Liabilities arising out of or relating to lawsuits and claims, irrespective of the Businesslegal theory asserted, any loss regardless of when such lawsuit or liability claim was commenced or made, arising from the operation of the Company Business or the use of the Purchased Assets on or prior to the Closing; (c) all Liabilities arising out of or relating to products liability claims relating to the Products (including claims alleging defects in the Products and claims involving the death of or injury to any nature individual relating to the Products) sold or descriptiondistributed on or prior to the Closing; (d) all Liabilities to third-party customers, whether liquidated third-party suppliers or contingentother third parties for the Products, materials and services, to the extent (a) resulting from events relating to the Products sold or conditions which occurred distributed on or existed prior to the Transfer Time, or Closing; (be) all Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees return of the Business (and their eligible dependents and beneficiaries), including with respect to employment Products sold or Benefit Plans, which accrued distributed on or prior to the Transfer TimeClosing; (f) all Liabilities for any credits or rebates in respect of the Products and all Liabilities arising out of or relating to any recall or post-sale warning in respect of the Products, except in each case, sold or distributed on or prior to the Closing, regardless of whether such Liabilities arose prior to or after the Closing; (g) all Liabilities to the extent that such liability is reflected on related to the Closing Balance Sheet as a current liability of the BusinessExcluded Assets; (iiih) all Liabilities arising on or prior to the Closing under any Transferred Contract or arising out of or resulting from any action or omission by Seller (or its Affiliates) on or prior to the Closing under any Transferred Contract; (i) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters)any current or former employee of Seller or any Divesting Entity, except as provided otherwise hereinor any of their Affiliates; (ivj) all Taxes apportioned to Seller pursuant to this Agreement; (k) all Liabilities related to Benefit Plans, except Taxes incurred by Seller or any Divesting Entity arising from the Purchased Assets prior to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business;Closing, other than Liabilities referred to in Section 2.04(e) and (f); and (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (viil) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesAccounts Payable.

Retained Liabilities. All The Seller shall remain solely responsible for and shall retain, pay, perform and discharge (provided that nothing herein shall prevent the Seller from contesting in good faith any Retained Liabilities against any third parties), and the Purchaser shall not assume, all other Liabilities of the Company other than Assumed Seller, including without limitation the following Liabilities (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability Liability of the Business, any loss Seller for Taxes relating to or liability arising out of the Company of Business accruing with respect to any nature time period occurring at or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Closing, except for (A) property taxes that are the responsibility of the Purchaser under Section 6.7, and (B) the portion of Transfer TimeTaxes for which the Purchaser is responsible pursuant to Section 6.6; (ii) any Liability of the Seller under any Assigned Contract arising out of a breach thereof or default thereunder by the Seller prior to the Closing Date; (iii) any Liability of the Seller under any Contract that is not an Assigned Contract, or (b) including any Liability of the Seller arising out of or relating to the Excluded Assets Seller’s credit facilities or Indebtedness or any Liens related thereto (including those items identified as Retained Liabilities in SECTION 1.08other than Permitted Liens); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plansany Liability of the Seller arising under Environmental or occupational, except safety or health Laws arising out of or relating to the extent that such liability is reflected on the Closing Balance Sheet as a current liability Seller’s operation of the BusinessBusiness or the Seller’s leasing, ownership or operation of real property; (v) all Indebtedness (any Liability of the Seller under any Benefit Plan, including without limitation the Seller’s stock option plan, or relating to payroll, vacation or sick leave, in each case other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only those severance obligations pursuant to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 6.3(c); (vi) any LiabilityLiability of the Seller under any employment, whether currently in existence severance, retention or arising hereafter, owed by termination agreement with any current or former employee of the Company to Seller or any of its Affiliates, other than those severance obligations pursuant to Section 6.3(c) and the other obligations of the Purchaser as described in, and pursuant to the terms of, Section 6.3; (vii) all Liabilities related any Liability arising out of any employee grievance, dispute or claim against the Seller arising from an event occurring prior to the Closing Date regardless of when such employee asserts such grievance, dispute or claim; (viii) any Liability arising out of any stockholder grievance, dispute or claim against the Seller; (ix) any Liability of the Seller to indemnify, reimburse or advance amounts to any fines officer, director, employee of the Seller, other than obligations to reimburse expenses incurred in the Ordinary Course of Business; (x) any Liability of the Seller arising out of any legal proceeding that is finally adjudicated or penalties imposed against pending as of the Company Closing Date or any legal proceeding commenced after the Closing Date and arising out of the Seller’s conduct of the Business prior to the Closing Date, whether or not set forth in any Schedule, including without limitation Liabilities arising from the settled litigation styled Paradigm Marketing International, Inc. and ▇▇▇▇▇ ▇▇▇▇▇ v. Pumpkin Ltd., dba Pumpkin Masters, Inc., in the United States District Court for the District of Minnesota, Case No. 04-2771 RHK/JSM; (xi) any Liability of the Seller under this Agreement or the Ancillary Documents; (xii) any Liability of the Seller with respect to amounts due or owing from the Seller or the Business or to any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeAffiliate thereof; and (viiixiii) all other Liabilities any Liability of the Company other than the Assumed LiabilitiesSeller with respect of expenses payable by it pursuant to Section 8.14.

Retained Liabilities. All Each Seller hereby acknowledges and agrees that all Liabilities of the Company such Seller other than the Assumed Liabilities (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”) shall remain the sole responsibility of and shall be retained and retained, paid, performed and discharged when due solely by such Seller. Without limiting the Company and Parent (PROVIDEDforegoing, that Retained Liabilities include the Company shall have following Liabilities of such Seller, except to the ability to contestextent included in Working Capital, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):without duplication: (i) any Liability arising out of or relating to products of such Seller to the extent manufactured and sold, or services of such Seller provided, in each case, prior to the Effective Time other than to the extent assumed by a Buyer under Section 2.4(a)(iii), (iv) or (v); (ii) any Liability under any Contract assumed by a Buyer pursuant to Section 2.4(a)(v), that either arose at or prior to the Effective Time or, to the extent that such Liability is the result of a Breach that occurred prior to the Effective Time, arises after the Effective Time; (iii) any Liability for Taxes, including (A) any Taxes arising as a result of such Seller’s operation of the Business, restructuring activities or ownership of the Acquired Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and (C) any deferred Taxes of any nature, except to the extent assumed by a Buyer pursuant to Section 2.4(a)(vi); (iv) any such liability is reflected on the Closing Date Balance Sheet as Liability under any Contract not assumed by a current liability Buyer under Section 2.4(a), including any Liability arising out of the Businessor relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) Health and Safety Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees operation of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer TimeEffective Time or such Seller’s leasing, except to ownership or operation of real property or the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Facilities; (vi) any Liability, whether currently in existence Liability under or arising hereafter, owed by that relates to the Company Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of its Affiliatesany kind for such Seller’s current or former employees, officers, directors or other Persons; (vii) all Liabilities related any Liability under any employment, severance, retention or termination agreement with any current or former employee of such Seller or any of their Related Persons; (viii) any Liability arising out of or relating to any fines current or penalties imposed against the Company (or former employee grievance with respect to the Business an event or any Asset) by any Governmental occurrence at or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Effective Time whether or not the affected employees are hired by a Buyer; (ix) any Liability with respect to severance obligations payable under the Employment Standards Act (British Columbia), as amended, and any other applicable Legal Requirement with respect to any Current Employee of such Seller; (x) any Liability to any Related Person of such Seller; (xi) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of such Seller; (xii) any Liability to distribute to any equity holders of such Seller or otherwise apply all or any part of the consideration received hereunder; (xiii) any Liability arising out of any Proceeding by or against such Seller whether pending as of or commenced after the Effective Time; (xiv) any Liability arising out of or resulting from such Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xv) any Liability under this Agreement or any other document executed in connection with the Acquisition; (xvi) all Liabilities, if any, arising out of or relating to any prior acquisition or disposition by such Seller or set forth on Schedule 2.4(b)(xvi); (xvii) any Liability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with such Seller or any of its Related Persons (or any Person acting on behalf of any of them) in connection with any of the Acquisition; (xviii) any Liability related to or flowing from the Specified Claims; and (viiixix) all any other Liabilities Liability of such Seller or its Related Persons arising after the Company other than the Assumed LiabilitiesEffective Time.

Retained Liabilities. All Notwithstanding any provision in this Agreement, Sellers shall retain and be responsible for all Liabilities of the Company Sellers other than the Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid“Retained Liabilities”), performed and discharged when due by including the Company and Parent following (PROVIDED, that whether or not subsumed within the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assetsforegoing): (ia) except all Liabilities to the extent any such liability is reflected on related to the Closing Date Balance Sheet as a current liability Excluded Assets; (b) all Liabilities arising out of or resulting from the operation or ownership of the Business, any loss the Products or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed Purchased Assets prior to the Transfer TimeClosing, including Liabilities in respect of returns, rebates and chargebacks of Products as further provided in this Agreement, but excluding the Assumed Liabilities referred to in Section 2.4(iv) and (v); (c) all Liabilities in respect of any Proceeding (whether class, individual or (botherwise in nature, in law or in equity) arising out of or to the extent relating to or otherwise in any way relating to the Excluded Business, the Products or the Purchased Assets (including those items identified as Retained Liabilities in SECTION 1.08)or the ownership or operation thereof prior to the Closing; (iid) any loss all Liabilities for materials and services Related to the Business, the Products or liability relating the Purchased Assets that were delivered or provided to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or a Seller prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessClosing; (iiie) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability arising out of the Business; (v) all Indebtedness (employment or other than current accounts payable services or accrued expenses termination of the Company incurred such employment or accrued in the ordinary course services of businessany Person at any time, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) including all Liabilities related to any fines compensation and benefit plans, programs, agreements and arrangements sponsored or penalties imposed against the Company maintained by any Seller or any of their respective Affiliates and any severance benefits (including statutory severance and benefits related to any acquired rights or with respect similar protections under applicable Law), retention benefits, change in control benefits and any other bonus or incentives; (f) all Liabilities for Taxes other than those described in Section 2.4(ii); (g) all Liabilities arising pursuant to the Business CPI Distribution Contracts, including as a result of the termination of the CPI Distribution Contracts; (h) all Intracompany Payables; (i) [REDACTED] (j) all Liabilities relating to or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) arising from authorized generic products that were sold to distributors prior to the Transfer TimeClosing pursuant to the AG Distribution Contracts; and (viiik) all other any Liabilities under any Purchased Asset or portion of a Purchased Asset which is not assigned to Purchaser except to the Company other than extent the Assumed Liabilitiesfull benefits of such Purchased Asset or portion thereof are provided to Purchaser.

Retained Liabilities. All Notwithstanding anything in this Agreement to the contrary, Seller acknowledges and agrees that any Liability of Seller or any Affiliate of Seller prior to the Closing shall continue to be a Liability of Seller or such Affiliate of Seller following the Closing except for (i) the Assumed Liabilities and (ii) the Liabilities Transferring by Operation of Law (collectively, the “Retained Liabilities”). Without limiting the generality of the Company other than Assumed foregoing, the Retained Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon include any of the following Liabilities, whether or not relating to the Business: (a) Any and all Liabilities for which Seller expressly has responsibility pursuant to this Agreement, including the Seller portion of Shared Contract Liabilities pursuant to Section 2.10(b); (b) Any and all Liabilities that relate to, or arise out of, directly or indirectly Seller's or any of its Affiliates' operation or sale of the Canada Business, and any Taxes associated therewith, including but not limited to any Liabilities of any former Subsidiary of Seller which (i) was domiciled in Canada, (ii) owned another Subsidiary domiciled in Canada or (iii) was engaged in the Canada Business; (c) Any and all Liabilities to the extent arising out of or related to the Excluded Assets):; (d) Any and all Liabilities for Taxes that are Seller Taxes; (e) Any and all Liabilities of any Subsidiary of Seller other than the Purchased Company or any Subsidiary of the Purchased Company; (f) Any and all fees and expenses (including the Seller Transaction Expenses) of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any Affiliate of Seller in connection with any auction or other sale process to sell the Business, the Canada Business or any other line of business of Seller or any Affiliate of the Seller, including the negotiation and execution of this Agreement; (g) Any and all Liabilities related to the matters set forth on Section 2.7(g) of the Seller Disclosure Schedules; (h) Any and all Liabilities in respect of the Retained Personnel, including with respect to such Retained Personnel’s termination of employment or engagement with the Purchased Company or a Subsidiary of the Purchased Company, as applicable, and any Liabilities related thereto; (i) Any and all Liabilities in respect of the stockholders of Seller, associated with the issuance, sale, redemption or other disposition of any shares of stock or other Securities of Seller, including any options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible Securities, agreements or commitments of any kind associated with, related to or derived from Securities of Seller, or related to the breach of, or non-compliance with, (i) any rule of any Governmental Entity (including the SEC or NASDAQ) which relates to reporting, disclosure or other securities-related obligations of Seller or (ii) any applicable fiduciary duties owed to the stockholders of the Seller or otherwise arising under the Delaware General Corporation Law; and (j) except to the extent any such liability is reflected provided on the Closing Date Balance Sheet as a current liability Section 2.6 of the BusinessSeller Disclosure Schedules, any loss and all Liabilities relating to or liability arising under any Seller Benefit Plan. For the avoidance of doubt, neither Buyer nor, following the Closing, the Purchased Company or any Subsidiary of the Purchased Company of any nature shall assume or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business be liable for (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but Buyer shall not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to cause any of its Affiliates; (viiAffiliates to assume or be liable for) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Retained Liabilities.

Retained Liabilities. All Liabilities Notwithstanding anything contained in this -------------------- Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the Company execution and delivery of this Agreement or any document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of Seller other than the Assumed Liabilities Liabilities, including, without limitation, any of the following liabilities or obligations of Seller (the "RETAINED LIABILITIESRetained Liabilities"): (a) shall be retained and paidall obligations or liabilities of Seller or any Predecessor (as hereinafter defined) or Affiliate (as hereinafter defined) of Seller which in any way relate to, performed and discharged when due by the Company and Parent (PROVIDEDor arise out of, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Excluded Assets):; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out other than Taxes expressly allocated pursuant to other provisions of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)this Agreement, any and all Tax liabilities of Seller; (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiic) all Liabilities with respect liabilities or obligations of Seller owed to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable Seller or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (viid) all Liabilities liabilities or obligations arising out of any breach by Seller or any Predecessor or Affiliate of Seller of any of the terms or conditions of any provision of any Contract; (e) all liabilities or obligations of Seller for borrowed money or for interest on such borrowed money; (f) all liabilities and obligations of Seller or any Predecessor or Affiliate of Seller resulting from, caused by or arising out of, any violation of law, including but not limited to any statute, regulation, ordinance, decree, or judgment; (g) any claims, liabilities, judgments, settlements, consents, orders, decrees or obligations of Seller as an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, labor claims, Equal Employment Opportunity Commission claims, vacation benefits, severance benefits, retirement benefits, ERISA (as hereinafter defined) benefits or claims, Federal Consolidated Omnibus Budget Reconciliation Act of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits, Federal Workers Adjustment and Retraining Notification Act obligations and liabilities, or any other employee benefits, withholding Tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment on or prior to the Closing Date or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to the Employee Benefit Plans; (h) any claims, liabilities, settlements, judgments, proceedings, executions, losses, damages, or expenses relating to any litigation, claim, action, suit, proceeding, or investigation of any nature arising out of the business or operations of the Stations on or prior to the Closing Date, including, without limitation, any claims against or any liabilities for personal injury to or death of, persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims; (i) except as may otherwise be provided herein, any accounts payable, other indebtedness, obligations and accrued liabilities of Seller; (j) any claims, loses, damages, expenses, liabilities or obligations resulting from the failure to comply with, or imposed pursuant to, any Environmental Law (as hereinafter defined), or resulting from the use, presence, generation, storage, treatment, transportation, handling, disposal, emission or release of Hazardous Substances (as hereinafter defined), solid wastes, and liquid and gaseous matters by Seller and by any other person in relation to Seller or the Stations to the extent related to, arising from or otherwise attributable to Seller's acts or omissions prior to or conditions existing as of the Closing Date, including, without limitation, any liability or obligation for cleaning up waste disposal sites from or related to any fines Seller's acts or penalties imposed against the Company (omissions on or with respect prior to the Business or Closing Date; and (k) any Asset) fees and expenses incurred by any Governmental or Regulatory Authority (Seller in connection with negotiating, preparing, closing, performing, complying with, and carrying out this Agreement and the transactions contemplated by this Agreement, including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities fees and expenses of the Company other than the Assumed LiabilitiesSeller's attorneys, accountants, investigators, auditors, consultants and brokers.

Retained Liabilities. All Liabilities Notwithstanding any provision of this Agreement or any other writing to the Company other than contrary, the Purchaser is assuming only the Assumed Liabilities (the "RETAINED LIABILITIES") and is not assuming any other liability or obligation of any Seller of whatever nature, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. All such other liabilities and obligations shall be retained by and paidremain liabilities and obligations of the Sellers (all such liabilities and obligations not being assumed being referred to as the “Retained Liabilities”). Without limiting the generality of the foregoing, performed Retained Liabilities include: (a) any liability or obligation under the Assumed Contracts (other than Payables, which are addressed in Section 2.5(i)) and discharged when due by the Company and Parent (PROVIDED, that Licenses included in the Company shall have the ability to contestAssets, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except each case to the extent any such liability is reflected on or obligation arose or was required to be performed prior to the Closing Date Balance Sheet as a current liability Date, other than any liabilities or obligations under the Assumed Contracts to provide any rebates, performance payments, volume incentives or other similar payments that are Assumed Liabilities pursuant to Section 2.4(a); (b) liabilities owed by any Seller to the other Sellers or any Affiliate of the Sellers in respect of the Business, the Facilities or any loss other Assets; (c) liabilities for (i) Taxes of any Seller, (ii) Taxes related to or liability associated with the Business, the Facilities or the other Assets for taxable periods (or portions thereof) prior to the Closing Date, except for any Taxes apportioned to the Purchaser under Section 2.6(a), and (iii) payments of any Seller or its Affiliate under any Tax allocation, sharing or similar agreement (whether oral or written) to which any Seller is a party; (d) liabilities associated with, related to or arising from any Excluded Asset or any Excluded Business, excluding, in the case of an Excluded Asset or Excluded Business that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities of the Company of Purchaser and the Seller party thereto with respect to such matters will be governed solely by any nature relevant Commercial Agreement; (e) (i) liabilities relating to the matters set forth on Schedule 4.8 or description4.9, whether liquidated or contingent, in each case to the extent attributable to periods before the Closing Date; and (aii) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) any liabilities and obligations arising out of or relating related to the Excluded Assets (including those items identified any suit, action, claim filed, arbitration or proceeding existing as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except Closing Date to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of related to the Business; (iiif) all Liabilities any liabilities and obligations associated with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinany Longview Environmental Contamination; (ivg) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessany liabilities and obligations associated with any Peru Environmental Contamination; (vh) all liabilities arising out of, under or in connection with any Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSellers (including all Intercompany Debt); (vii) all Payables; (j) all obligations and liabilities under any LiabilitySeller Benefit Plan; (k) all liabilities arising out of, whether currently under or in existence connection with any violation of antitrust Law related to the Assets or the Business that (i) occurred prior to the Closing Date or (ii) occurred prior to the Closing Date and continued to occur after the Closing Date, excluding liabilities arising hereafterout of, under or in connection with any violation of antitrust Law related to the Assets or the Business that occurred more than ninety (90) days after the Closing Date; (l) all obligations and liabilities owed by the Company to any of its Affiliatesthe Business Employees (or their spouses or beneficiaries), or any former employees (or their spouses or beneficiaries) of the Sellers, to the extent incurred prior to the Closing Date, except as otherwise provided for in Section 2.6(c); (viim) any liabilities and obligations associated with any Off-Site Disposal Activities; (n) any liabilities or obligations arising out of, under or in connection with any third-party bodily injury, death, property damage, or nuisance claim relating to the pre-Closing Release of or exposure to any product, substance, pollutant, contaminant, or waste; (o) all Liabilities related to of the Sellers’ and any fines or penalties imposed against of their Affiliates’ obligations under the Company Texaco Agreement other than those associated with the Assigned Indemnity; (or with respect p) any amounts payable to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior counterparties pursuant to the Transfer TimeRebuild Agreements (as such agreements exist on the Closing Date); (q) any liability or obligation associated with any Strategic Transaction Confidentiality Agreement; and (viiir) all other Liabilities liabilities of the Company other than the Sellers that are not Assumed Liabilities.

Retained Liabilities. All Liabilities of the Company other than the Assumed Liabilities shall remain Liabilities of Seller, and Purchaser shall not assume or pay any Liabilities (the "RETAINED LIABILITIES"including any future legal actions) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability relating to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of the ownership, conduct or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees operation of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued the Purchased Assets on or prior to the Transfer Time, except Closing Date or otherwise arising out of events occurring or conditions existing on or prior to the extent that such Closing Date, other than the Assumed Liabilities (the “Retained Liabilities”). Seller shall remain solely responsible for all Retained Liabilities. Except as otherwise expressly provided in Section 1.3 above, the Purchaser does not assume or agree to be liable for any Retained Liabilities, including without limitation: (a) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability is reflected or contractual liability) for Taxes related to the Retained Assets, the Business or any Hired Employee (other than the Assumed Taxes) for periods (or portions thereof) ending on or before the Closing Balance Sheet as a current liability of the BusinessDate; (iiib) all Liabilities any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability) for income Taxes or Taxes that are unrelated to the Purchased Assets, the Business or any Hired Employee (including without limitation, any sales Taxes payable with respect to gaming chips accounts receivable collected by Seller prior to the Closing Date and tokens issued not being acquired by Purchaser hereunder); (c) any Liability under any Contract not assumed by the Company Purchaser under Section 1.3(a) above; (but not progressive meters)d) any Liability under or with respect to any Employee Benefit Plan; (e) any Liability arising out of any claim, except as provided otherwise cause of action, proceeding, investigation or other litigation or suit (whether brought against Seller or Purchaser before or after the Closing Date) arising, in whole or in part, from the conduct of the business of Seller prior to or after the Closing Date; (f) any Liability arising out of or resulting from Seller’s non-compliance with any federal, state, local or other governmental law, statute or regulation; (g) any costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (ivh) all Liabilities related any Liability of Seller to Benefit Planspay fees or commissions to any broker, except finder or agent with respect to the transactions contemplated by this Agreement; (i) any Liability of Seller to its current or former stockholders, (in their capacities as such) or to any other affiliate of Seller; (j) any Liability of Seller to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessrelating to any Retained Asset; (vk) all any Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued as defined in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 1.6(a)(iii) below); (vil) any LiabilityLiability of Seller for accrued dividends, whether currently in existence interest and shareholder and employee bonuses; or (m) Seller’s obligations under this Agreement or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesTransaction Documents.

Retained Liabilities. All Except for the Retained Liabilities (defined below) and the obligations, if any, of Guarantor under any separate guaranty provided to Lender in connection with the Company Loan, Guarantor shall not be personally liable to pay the Loan, or any other than Assumed Liabilities amount due, or to perform any obligation, under the Loan Documents, and Lender agrees to look solely to all revenue and assets of Borrower, the Project and any other collateral heretofore, now, or hereafter pledged by any party to secure the Loan. The obligations of Guarantor hereunder are separate and independent obligations and are not secured by the grant or pledge by Borrower pursuant to the Security Instrument. This Limited Joinder is a guaranty of full and complete payment and performance and not of collectability. Guarantor shall be personally liable for the following (the "RETAINED LIABILITIESRetained Liabilities"): (a) shall be retained All losses, damages, causes of actions, suits and paidExpenses incurred by Lender or any Affiliate or agent thereof as a result of (i) any failure to apply any portion of the Gross Revenues from the Project to the Loan as required per the Loan Agreement or to customary operating expenses of the Project, performed and discharged when due (ii) misapplication, misappropriation or conversion of any rents, proceeds or funds deriving from (A) the Project, (B) any insurance proceeds paid by reason of any loss, damage or destruction to the Company and Parent Project; and/or (PROVIDEDC) any awards or amounts received in connection with condemnation of all or a portion of the Project, that (iii) material misrepresentation, (iv) fraud, (v) any material waste or abandonment of the Company shall have Project, (vi) failure to keep the ability Project insured in accordance with the terms of the Loan Documents, (vii) any fees paid to contest, in good faith, Guarantor or any such claim Affiliate after any Default or Event of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon Default under this Agreement or any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Businessother Loan Documents, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all failure of Environmental Indemnitors or any other Liabilities indemnitor or guarantor to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity Agreement or otherwise pertaining to environmental matters, (ix) any claim against Lender by any Depository Bank unless such claim is solely the result of Lender's gross negligence or willful misconduct, and (x) Borrower's or Affiliates' acquisition of the Company other membership interest in the NC LLCs (or either of them), rather than purchasing the Assumed LiabilitiesProject or the merger of the NC LLCs into Borrower.

Retained Liabilities. All Except Assumed Liabilities, Buyer shall not assume, and Seller shall remain solely responsible for, and shall retain, pay, perform and discharge, any and all other Liabilities of Seller on the Company other than Assumed Liabilities Business (the "RETAINED LIABILITIESRetained Liabilities") ). Notwithstanding anything to the contrary contained herein, and without limiting the foregoing, the following shall be retained and paid, performed and discharged when due by considered "Retained Liabilities" of Seller for the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim purposes of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):this Agreement: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting any Liability or obligation of Seller arising under this Agreement; (b) any Liability or obligation arising from events any product Liability of Seller or conditions which occurred the Business not included in the Assumed Liabilities in respect of products or existed services of the Business manufactured, sold or provided to customers, clients or others, prior to the Transfer TimeClosing; (c) any Liability for any Tax, including (1) any Taxes arising out of, or resulting from, Seller's ownership or operation of the Business or the Acquisition Assets before the Closing, (b2) any Taxes arising out of, or resulting from, the sale of or relating the Acquisition Assets pursuant to the Excluded Assets this Agreement, and (including 3) any Liability for deferred Taxes of any nature; (d) any Environmental, Health and Safety Liabilities, including, and not limited to those items identified as Retained Liabilities in SECTION 1.08listed on SCHEDULE 4.17(a); (iie) any loss Liability arising under any Contract not transferred to Buyer under this Agreement; (f) any Liability to indemnify any shareholder, officer, director, employee or liability relating to current or former employees agent of Seller; (g) any Liability of the Business to Seller or any Related Persons (and their eligible dependents and beneficiariesexcept as specifically assumed by Buyer), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiih) all Liabilities with respect any Liability relating to gaming chips and tokens issued by the Company (but accrued payroll, accrued vacation, accrued sick leave or other accrued liabilities, not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and any Liability for pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, or any other than to the extent arising following the Transfer Time under Contracts that constitute Assets)benefits of any kind for employees or former employees, or both; (vii) any LiabilityLiability under any employment, whether currently in existence severance, retention or arising hereafter, owed by the Company to termination agreement with any employee of its AffiliatesSeller or any Related Person; (viij) all Liabilities any Liability arising out of or related to any fines employee grievance commenced or penalties imposed against relating to periods prior to the Company date hereof whether or not the affected employees become employees of Buyer; (k) any Liability under any Contract transferred to Buyer hereunder as part of the Acquisition Assets which arises after the date hereof and which is attributable to or associated with (1) any material breach of or material default under (or an event which, with respect the passing of time or the giving of notice, or both, constitutes a material breach of or material default under) any such transferred Contract, which breach, default or event occurred prior to the Closing, or (2) any service provided or to have been provided by Seller under any such transferred Contract prior to the date hereof; (l) any Liability to distribute to the Shareholders of Seller, or otherwise apply all or any part of the consideration paid by Buyer hereunder; (m) any Liability arising out of any Proceeding, whether or not set forth in any Exhibit or Schedule hereto, or any other Proceeding arising out of, or relating to, any occurrence or event happening before the Closing; (n) any Liability based upon acts or omissions of Seller occurring after the date hereof; (o) any other Liability of Seller not included in the Assumed Liabilities, including any Liability directly or indirectly arising out of or relating to the operation of the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, ownership of the Commission) Acquisition Assets prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing.

Retained Liabilities. All Liabilities Upon the terms and subject to the conditions of this Agreement, Seller agrees to retain, and SJPC and Seller shall defend, indemnify and hold harmless the Buyer Group in accordance with Article XI hereof from and against, all of the Company other than Assumed Liabilities following liabilities and obligations of Seller and the Seller Affiliates (all such liabilities and obligations being herein referred to as the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except Environmental Liabilities specified to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the BusinessSeller in Sections 11.05, any loss or liability of the Company of any nature or description11.07, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)11.08 and 11.09; (ii) any loss upon the terms and subject to the conditions of Article VII, all liabilities or liability obligations for Taxes relating to current to, arising from or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment the Acquired Assets or Benefit Plans, the Business which accrued on are incurred in or prior attributable to the Transfer Time, except Pre-Closing Tax Periods and the portion of Taxes allocated or apportioned to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessSeller for Bridge Tax Periods; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinIntercompany Payables; (iv) except as specifically assumed by Buyer under Article VIII or imposed by operation of law, all Liabilities related liabilities and obligations to employees of Seller whether or not arising under the Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all the Secured Indebtedness (other than current accounts payable or accrued expenses of and the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Security Documents; (vi) any Liability, whether currently in existence all liabilities or arising hereafter, owed by the Company obligations directly relating to any of its AffiliatesExcluded Assets; (vii) fifty percent (50%) of all Liabilities related to any fines Transfer Taxes; (viii) (other than those described in clause (i) above) all liabilities or penalties imposed against the Company (or with respect obligations attributable to the Acquired Assets or the Business arising out of any action, suit or any Asset) by any Governmental proceeding based upon an event occurring, a condition existing or Regulatory Authority (including, without limitation, the Commission) a claim arising on or prior to the Transfer TimeClosing Date; provided, however that nothing in this Section 2.04 shall be construed to impose any Environmental Liabilities, such liabilities being treated exclusively under Sections 11.05, 11.07, 11.08 and 11.09; and (viiiix) all other Liabilities of the Company other than the Assumed Liabilitiesaccounts payable related to capital expenditures with respect to matters identified in Section 11.07.

Retained Liabilities. All Pacific Aurora shall assume no Liability of ACEC or its Affiliates by virtue of the conveyance of the Contributed Assets or the transactions contemplated by this Agreement. The Liabilities of ACEC and its Affiliates as of the Company other than Assumed Liabilities Closing Date (hereinafter the "RETAINED LIABILITIES"“Retained Liabilities”) shall be retained and paid, performed and discharged when due by remain the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim obligation of liability asserted in respect thereof by any Person other than Purchaser ACEC and its Affiliates, so long respectively, and ACEC covenants and agrees that it will pay, perform and discharge the Retained Liabilities as such contest does and when due. The Liabilities arising solely by virtue of the ownership of the Contributed Assets and the operation of Pacific Aurora’s business, in each case after the Closing, shall be the obligations of Pacific Aurora and Pacific Aurora covenants and agrees that it will pay, perform and discharge its Liabilities as and when due. Likewise, the Liabilities arising after the Closing by virtue of the operation of ACEC’s business shall be the obligations of ACEC and ACEC covenants and agrees that it will pay, perform and discharge its Liabilities as and when due. Solely for purposes of this Section 2.04, the term “Affiliate” shall not result include, as to ACEC, Pacific Aurora. The Retained Liabilities include without limitation the following: (a) except as expressly set forth in a Lien upon this Agreement, all Liabilities relating to or arising out of the ownership or operation of the Contributed Assets or the conduct of the business associated with the Contributed Assets prior to the Closing, including ACEC’s Liabilities for Taxes for the period prior to and through the Closing Date; (b) all Liabilities of ACEC or any of the Assets): (i) except its Affiliates under any Assigned Contract to the extent any such liability is reflected on required to be paid or performed prior to the Closing Date Balance Sheet as a current liability day of the Business, Closing; (c) any loss or liability of the Company of any nature or description, whether liquidated or contingent, Liability to the extent relating to any asset not part of the Contributed Assets; (ad) resulting any Pre-Closing Taxes of ACEC; (e) all accrued fees, expenses and other costs to be borne by ACEC pursuant to this Agreement; (f) all of the obligations, covenants, commitments, undertakings and other Liabilities arising under any Contract not part of the Assigned Contracts; (g) ACEC’s Liabilities under any Contract regarding indebtedness, including all existing bank indebtedness, indebtedness from events financial institutions, personal indebtedness or conditions which occurred or existed prior to the Transfer Timecapitalized lease obligations; (h) all Liabilities (including any accrued and unpaid wages, vacation, holiday, personal leave time, sick leave, or (bseverance benefits or other accrued benefits of any nature) arising out of or relating with respect to (i) the employees of the business associated with the Contributed Assets or their employment with, their benefits, or the termination of their employment from, ACEC or its Affiliates prior to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); Closing, (ii) any loss employees formerly employed by ACEC, employment with, or liability relating to current the termination of their employment from ACEC or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or its Affiliates prior to the Transfer TimeClosing, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities employment benefit plans, (iv) any and all employee grievances arising prior to the Closing, and (v) the misclassification by ACEC or its Affiliates of any Person providing services to the business associated with respect to gaming chips and tokens issued by the Company (but not progressive meters), except Contributed Assets or ACEC or its Affiliates as provided otherwise hereinan independent contractor or consultant where such classification should have been as an employee; (ivi) all Any Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessunder any Environmental Law; (vj) all Indebtedness expenses, costs and fees (other than current accounts payable including attorneys’, auditors’ and advisors’ fees, if any) incurred by ACEC or accrued expenses of its Affiliates in connection with the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)transactions contemplated by this Agreement; (vik) any Liability, whether currently in existence other Liabilities expressly allocated to ACEC or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeAffiliates under this Agreement; and (viiil) except as expressly set forth in this Agreement, all such other Liabilities arising out of the Company other than ownership, operation or use of the Assumed LiabilitiesContributed Assets or the business associated with the Contributed Assets at any time prior to the Closing.

Retained Liabilities. All Sellers and their Affiliates shall retain and, as between Sellers and Purchaser, be solely responsible for all Liabilities of Sellers and Liabilities related to the Company Business and the Purchased Assets other than the Assumed Liabilities, including the following (collectively, the “Retained Liabilities”): (a) all Liabilities to customers, suppliers or other third parties relating to the Purchased Assets arising or incurred on or prior to the Closing Date, other than Assumed Liabilities Liabilities; (the "RETAINED LIABILITIES"b) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except all product Liabilities, including those related to consumer fraud and economic loss, resulting from finished Product or Lasers sold by Sellers or any of their Affiliates on or prior to the Closing Date (other than pursuant to this Agreement); (ii) all Liabilities for any recall or post-sale warning in respect of Product or Lasers sold by Sellers or any of their Affiliates on or prior to the Closing Date (other than pursuant to this Agreement); (iii) all Liabilities relating to the Product or the Laser arising out of or relating to Legal Proceedings, irrespective of the legal theory asserted, (A) to the extent any such liability is reflected commenced on or prior to the Closing Date Balance Sheet as a current liability of (other than additional claims asserted after the BusinessClosing Date, any loss or liability of which shall be deemed commenced after the Company of any nature or descriptionClosing Date and governed by clause (B) below), whether liquidated or contingentand (B) if commenced after the Closing Date, to the extent (a) resulting from events relating to any period of time or conditions which occurred the Product or existed Laser sold by Sellers or any of their Affiliates on or prior to the Transfer Time, or Closing Date; (biv) all Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) infringement, misappropriation or other violation by Sellers or any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued Affiliates on or prior to the Transfer TimeClosing Date of any Intellectual Property of any third party in connection with the Product or the Laser; and (v) all Liabilities arising or to be performed under the Excluded Contracts; (c) subject to Section 2.3, except all Liabilities arising out of or relating to any Assumed Contract other than the Purchase Orders, to the extent that Sellers or any of their Affiliates was obligated to perform or discharge such liability is reflected Liabilities on or prior to the Closing Balance Sheet as a current liability of the BusinessDate; (iiid) all Liabilities to the extent related to the Excluded Assets; (e) all intragroup Liabilities of Sellers or any of their Affiliates; (f) all Liabilities to or in respect of the employment of any current or former employee, officer or director of Sellers or any of their Affiliates and all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any compensation or benefit plans of the Business; (v) all Indebtedness (other than current accounts payable Sellers or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its their Affiliates; (viig) all Liabilities related to any fines or penalties imposed against the Company for (i) Taxes of Sellers (or with respect any shareholder or Affiliate thereof) or relating to the Business Purchased Assets or the Assumed Liabilities for which Seller is liable pursuant to Section 2.7 and (ii) other Taxes of Sellers (or any Assetshareholder or Affiliate thereof) of any kind or description, including any Liability for Taxes that might otherwise become a Liability of or be asserted against Purchaser as a transferee or successor by any Governmental contract or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timeotherwise; and (viiih) all other Liabilities arising out of or relating to the Purchased Assets, including the use, ownership, possession, operation, sale or lease of the Company Product, the Laser or the Purchased Assets, to the extent such Liabilities are attributable to Sellers or any of their Affiliates’ action or failure to act prior to Closing, other than the Assumed Liabilities.

Retained Liabilities. All Liabilities Buyer shall not assume and at the Closing Seller shall retain and pay, perform and discharge when due, all of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained liabilities and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability obligations relating to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any or arising from Seller's ownership of the Assets): (i) Assets and Seller's conduct or operation of the Business on and prior to the Closing Date, except to the extent any such liability or obligation is reflected on included among the Assumed Liabilities, including liabilities and obligations relating to or arising from the following (collectively referred to herein as the "Retained Liabilities"): (a) all indebtedness for money borrowed by Seller (including items due to Seller's Affiliates) other than payment obligations arising after the Closing Date Balance Sheet as a current liability under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller or the Business with respect to ownership or use of the Business, any loss or liability Assets and Seller's conduct and operation of the Company of any nature or descriptionBusiness on and prior to the Closing Date; (c) Excluded Assets; (d) Non-Transferred Employees, whether liquidated or contingent, the Seller's Employee Benefit Plans and Employee Plans (except to the extent (aotherwise provided in Article X) resulting from events and any breach or conditions which occurred or existed prior to the Transfer Timedefault by, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including payment obligations of; Seller with respect to employment any Transferred Employee occurring or Benefit Plans, which accrued arising or accruing on or prior to the Transfer Time, Closing Date (except to the extent that any such liability is reflected on payment obligation becomes the Closing Balance Sheet as a current liability responsibility and obligation of the Business; (iii) all Liabilities Buyer in accordance with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsArticle X); (vie) Proceedings involving Seller, the Assets or the Business based on conduct (including Seller's performance under any LiabilityContract included among the Assets), whether currently in existence action, facts, circumstances or conditions arising hereafteror occurring on or before the Closing Date, owed by the Company including Proceedings described as Retained Liabilities on Schedule 2.2(b) but expressly excluding any such liabilities or obligations relating to any of its Affiliates; Proceeding described as Assumed Liabilities on Schedule 2.2(b) and any Proceeding relating to (viix) all Assumed Liabilities related (subject to any fines or penalties imposed against the Company (or proviso set forth in Section 2.2(c) with respect to the Business or any AssetProceedings described in Section 2.2(c)), (y) by any Governmental or Future Regulatory Authority Obligations and (including, without limitation, the Commissionz) prior Proceedings affecting other Persons engaged in a business similar to the Transfer TimeBusiness such as generic or industry-wide Proceedings; (f) Retained Environmental Liabilities; and (viiig) all other Liabilities One-half of the Company other than Transaction Taxes arising out of the Assumed Liabilitiessale of the Assets, to Buyer hereunder. Seller hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the contractual relationships and indemnification arrangements between Buyer and Seller).

Retained Liabilities. All Except for the Assumed Liabilities, none of any Purchaser Group member nor JV Holding Singapore (on a consolidated basis) shall assume or be deemed to have assumed, and shall have no Liability for, any Liabilities, Taxes or Contracts of Seller, any other Seller Group member or the Additional Seller Group Company (other than the JV Subsidiaries) of any kind, character or description, it being understood that Purchaser (on behalf of itself and the Purchaser Group) is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities. Notwithstanding Section 2.4 or any other provision contained herein, and regardless of whether any of the following may be disclosed to Purchaser or any other Purchaser Group member or any of their respective Representatives or otherwise or whether Purchaser, any other Purchaser Group member or any of their Representatives may have actual knowledge of the same, none of any Purchaser Group member, JV Holding Singapore or any JV Subsidiary shall assume, and Seller or its Affiliate shall pay, perform, and discharge when due and remain exclusively liable for all Liabilities of the Company Seller and its Affiliates other than the Assumed Liabilities (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”), including: (a) shall be retained and paid, performed and discharged when Any Liability that is not an Assumed Liability; (b) Any Liability of Seller or its Affiliates with respect to the Excluded Assets; (c) Any Liability of Seller or its Affiliates for Taxes due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted or accrued in respect thereof by of periods prior to the JV Closing, including: (i) any Person other than Purchaser Taxes arising as a result of Seller’s and its Affiliates, so long as such contest does not result in a Lien upon any ’ operation of their respective businesses or ownership of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed Acquired Assets prior to the Transfer TimeJV Closing; and (ii) except Purchaser Group Change Taxes, if any, or as provided in Section 6.11(f), any Taxes of Seller and its Affiliates that will arise as a result of and in connection with the consummation of the Transactions; (bd) arising Any Liability under any Assumed Contract, any Assumed Split Contract or any Singapore Shared Contract which arises out of or relating relates to a breach by Seller or any of its Affiliates of such Contract, including any Liabilities arising with respect to any product warranty claims for Business Products manufactured and shipped prior to the Excluded Assets JV Closing (including those items identified as “Retained Liabilities in SECTION 1.08Pre-Closing Contract Liabilities”); (iie) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than Any Liability to the extent arising following out of any activities of Seller or its Affiliates, or obligations incurred by Seller or its Affiliates, after the Transfer Time under Contracts that constitute Assets)JV Closing; (vif) Any Liability (including severance and/ or other payments and benefits) that becomes payable or due to an employee or former employee in connection with the termination of his or her employment by Seller or its Affiliates as of the JV Closing (including all accrued but unused vacation, COBRA or similar costs, and to the extent applicable, notice and severance indemnities), and (other than the Assumed Patent Payment Obligations) any Liabilityobligations under Applicable Law or (to the extent more favorable to the employee than Applicable Law) as individually agreed with respect to employee inventor compensation, and policies adopted pursuant thereto, that arise for any period prior to the JV Closing pertaining to Transferred Employees as inventors of inventions claimed in any Acquired Patents, whether currently such Liability is pursuant to any policy of Seller or its Affiliate, or any other employment, severance, retention or termination policy, Contract, collective bargaining agreement, collective agreement or Applicable Law in existence relation to any employee or arising hereafter, owed by the Company to former employee of Seller or its Affiliate; provided that such Liability is not incurred as a result of any unlawful act of Purchaser or any of its Affiliates; (viig) all Any Liability arising out of any claims pending as of the JV Closing or arising out of any claims commenced after the JV Closing in each case to the extent such Liability arises out of any infringement, misappropriation, dilution or unlawful use of Intellectual Property of any third Person in the conduct of the Business prior to the JV Closing regardless of any disclosure with respect thereto on the Seller Disclosure Schedule (“Retained Infringement Liabilities”); (h) Any Indebtedness of Seller or its Affiliates, other than Indebtedness of the JV Subsidiaries or otherwise included in the Assumed Liabilities related to any fines or penalties imposed against and included in the Company calculation of Net Cash; (or i) Any Liability arising under an Excluded Contract; (j) Any Liability arising with respect to the Business China Carve Out Agreement or the Retained Singapore Liabilities; (k) Any Liability of Seller or its Affiliates under this Agreement or any Assetother document executed in connection with the Transactions, including Seller Transaction Expenses; (l) by In respect of the Seller Group members in Germany, any Governmental or Regulatory Authority (including, without limitation, the Commission) prior Liability related to the pension entitlements (vested or unvested) of any and all former employees with vested pension entitlements, pensioners with ongoing pensions, surviving dependents with ongoing pensions, and surviving dependents with an entitlement to a surviving spouse’s or orphan’s pensions; (m) Any Liability arising under an Assumed Split Contract to the extent (i) relating to any right under any Assumed Split Contract that is not an Assumed Split Contract Right or (ii) not an Assumed Split Contract Liability, and any Liability relating to the supply from the JV Closing of any product or service that is not a Business Product under any Assumed Contract, any Assumed Split Contract, any Singapore Shared Contract or any other Contract to which a JV Entity will be a party as of immediately following the JV Closing; (n) Any Liability arising out of or associated with the US Business Employee Plans; (o) Any Liability arising out of any opposition lodged by the creditors of TDK France during (i) the time limit for creditors to exercise their right, as per articles L.141-14 and seq. of the French Commercial Code, to object to the payment of the purchase price under the France Transfer TimeAgreement or (ii) the time limit for the joint and several liability as per article 1684-1 of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code; (p) Any Liability arising out of the termination of any employee of EPCOS Technology Wuxi or its Affiliate in connection with the sale of assets contemplated by the China Carve Out Agreement; and (viiiq) all other Liabilities Any Liability with respect to any intercompany financial and note payables to the extent not included in the definition of the Company other than Assumed Intercompany Arrangements, and any Liability with respect to any intercompany trade payables to the Assumed Liabilitiesextent not included in the definition of Permitted Intercompany Accounts.

Retained Liabilities. All Anything contained herein to the contrary notwithstanding, neither Buyer nor any Affiliate of Buyer will assume or undertake to pay, perform or discharge and none thereof will be liable for, and Seller or Primestar, as the case may be, will remain liable for and pay, perform and discharge when due, all Liabilities which are not Assumed Liabilities. For the purposes of clarity, and without limiting the generality of the foregoing, Retained Liabilities (as defined below) include all Liabilities of Seller and Primestar arising under the Company Transferred Assets that accrued, occurred or existed on or prior to the Initial Closing Date, in the case of the Ground Satellite Assets (whether asserted prior to, on or after the Initial Closing Date, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets (whether asserted prior to, on or after the applicable Closing Date) (collectively, the "Retained Liabilities") other than the Assumed Liabilities (Liabilities, including the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):following Liabilities: (i) except all Liabilities based upon, arising out of, relating to or otherwise in connection with the Tempo Agreement other than Liabilities under such agreement directly attributable to the extent any such liability is reflected on Option or the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Assumed Liabilities; (ii) any loss or liability all Liabilities based upon, arising out of, relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including otherwise in connection with any actual or threatened or future Action with respect to employment any events, actions, occurrences, omissions, circumstances or Benefit Plans, which accrued conditions occurring or existing on or prior to the Transfer TimeInitial Closing Date, except in the case of the Ground Satellite Assets, and on or prior to the extent that such liability is reflected on Subsequent Closing Date, in the Closing Balance Sheet as a current liability case of the BusinessIn-Orbit Satellite Assets, related to the Transferred Assets, other than Actions based on Buyer's failure to pay, perform or discharge any Assumed Liabilities; (iii) all Liabilities based upon, arising out of, relating to or otherwise in connection with respect any (A) tort, breach or violation of or non-compliance with any Contract or Lease pursuant to gaming chips and tokens issued by the Company which Seller or its Affiliates is a party or to which their assets may be subject, or (but not progressive metersB) infringement, violation of Law or regulatory noncompliance (whether civil or criminal), in each case occurring on or prior to the Initial Closing Date, in the case of the Ground Satellite Assets, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets (except as provided otherwise hereinfor any such non-compliance relating to the failure of Seller to pay any Assumed Liability); (iv) all Environmental Liabilities based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions, circumstances or conditions related to Benefit Plans, except the Transferred Assets occurring or existing on or prior to the extent that such liability is reflected on Initial Closing Date, in the Closing Balance Sheet as a current liability case of the BusinessGround Satellite Assets, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets; (v) all Indebtedness (other than Liabilities in respect of current accounts payable or accrued expenses former employees of Seller or any of its Subsidiaries or Affiliates based upon, arising out of, relating to or otherwise in connection with employment by Seller or any of its Subsidiaries or Affiliates at any time prior to, on or after the Company incurred Subsequent Closing Date, whether pursuant to benefit plans or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)otherwise; (vi) any Liabilityall Liabilities for or relating to indebtedness for borrowed money, whether currently in existence or arising hereafter, owed by other than the Company to any of its AffiliatesReimbursement Obligation; (vii) all Liabilities related to any fines for or penalties imposed against the Company (or with respect relating to the Business guarantee of any indebtedness or obligation of any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andPerson; (viii) all Liabilities related to any Former Businesses; (ix) all Liabilities for Transfer Taxes, income, sales, use and other Liabilities Taxes arising in connection with the consummation of the Company other than transactions contemplated hereby; (x) all Liabilities for any Taxes of Seller or Primestar, and all Liabilities for Taxes that relate to the Transferred Assets or the Assumed LiabilitiesLiabilities for periods (or portions thereof) up to and including the Initial Closing Date, in the case of the Ground Satellite Assets, and up to and including the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets; (xi) Liabilities under the Loral Contract, if any, that do not relate to the Transferred Assets; (xii) Liabilities for which Seller or any of its Affiliates are made responsible pursuant to this Agreement; and (xiii) all Liabilities relating to tracking, telemetry and control with respect to the Ground Satellite and the In-Orbit Satellite.

Retained Liabilities. All Liabilities Buyer shall not assume, and Seller shall retain and pay, perform and discharge when due, all of the Company other than Assumed Liabilities liabilities and obligations, of every kind and nature, relating to or arising from the following (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events all obligations of Seller or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including Subsidiary with respect to employment any indebtedness for money borrowed by Seller or Benefit Plans, which accrued on or prior the Subsidiary (including items due to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive metersSeller’s Affiliates), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the CommissionRetained Indebtedness and payment obligations arising on or after the Closing Date relating to the Business under any equipment or vehicle lease or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes for periods prior to the Transfer TimeClosing Date to the extent Seller or the Subsidiary is legally obligated to pay such Taxes in accordance with Article XI; (c) Excluded Assets and all liabilities or obligations of Seller and its Affiliates related to their businesses other than the Business; (d) Retained Environmental Liabilities; (e) Proceedings involving Seller, the Subsidiary, any of the Assets or the Business based on conduct (including Seller’s or the Subsidiary’s performance under any Contract included among the Assets), action, inaction, facts, circumstances or conditions arising or occurring before the Closing Date, but expressly excluding any such liabilities or obligations for Proceedings relating to Assumed Liabilities (including Proceedings described in Section 2.2(b)(v)), and all liabilities or obligations relating to the matter set forth on Schedule 2.3(b); and (viiif) obligations and liabilities of Seller and its Affiliates under the Employee Agreement. Seller, for itself and each of its Affiliates, hereby irrevocably and unconditionally waives and releases Buyer and each of its Affiliates from all other Liabilities of the Company other than the Assumed Retained Liabilities.

Retained Liabilities. All Liabilities Sellers agrees to reimburse AmeriPath and its Affiliates (including the Practice) and hold harmless from and against (i) all liabilities of the Company other than Assumed Liabilities Practice, whether known or unknown, contingent or otherwise relating to time periods arising or accruing prior to the Closing Date, including all Taxes attributable to such periods and all litigation relating to such periods and (ii) all fees, costs and expenses of the "RETAINED LIABILITIES") shall be retained lawyers and paidfinancial advisors for the Practice or the Sellers (such liabilities collectively, performed and discharged when due by the Company and Parent (PROVIDED“Retained Liabilities”); provided, however, that the Company Retained Liabilities shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof be offset by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of amounts that have been prepaid by the Assets): (i) except to the extent any such liability is reflected on Practice for expenses arising after the Closing Date Balance Sheet as a current liability of which benefit AmeriPath or its affiliates and which are identified by the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities Sellers in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued writing on or prior to December 31, 2005 (the Transfer Time“Pre-Paid Expenses”) Notwithstanding the foregoing, except Retained Liabilities shall not include liabilities of the Practice owed to the extent Practice’s employees for vacation and compensatory time (up to a maximum for each employee of 120 hours) that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or have accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and Closing Date and that are listed in 4.12 (viiicollectively, the “Vacation Liabilities”). AmeriPath shall have the right, in its sole discretion, to pay any Retained Liability without prior notification to the Sellers and without affecting AmeriPath’s rights hereunder, including AmeriPath’s indemnification rights under this Section 4.12 or Section 6.2. The Retained Liabilities incurred and paid by AmeriPath on or prior to December 31, 2005, after taking into account any offset for Pre-Paid Expenses (the “Initial Liability Adjustment Amount”), shall be paid by Sellers in accordance with the percentages set forth on Schedule 4.13 and shall be paid on the Scheduled Payment Date, as defined in Section 4.13. The Retained Liabilities paid or incurred by AmeriPath after December 31, 2005 (after taking into account the offset for Pre-Paid Expenses, if any) all other Liabilities shall be paid by Sellers in accordance with the percentages set forth on Schedule 4.13 within thirty (30) days after AmeriPath provides Sellers with notice of the Company other than the Assumed Retained Liabilities, together with reasonable documentation of such Retained Liabilities.

Retained Liabilities. All Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any Liabilities of the Company Sellers, other than those that are expressly assumed by Purchaser hereunder as Assumed Liabilities (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include the following Liabilities of Sellers: (a) shall be retained and paid, performed and discharged when due by the Company and Parent Liabilities (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result the Assumed Liabilities) incurred in a Lien upon any the Ordinary Course of Business existing prior to the filing of the Assets):Bankruptcy Cases that are subject to compromise under the Bankruptcy Cases; Table of Contents (b) all Taxes of Sellers, and all Taxes related to Sellers’ ownership or operation of the Purchased Assets or the Business, except (i) except those Taxes related to the extent any such liability is reflected ownership or operation of the Purchased Assets or the Business which are attributable to taxable periods or portions thereof beginning on or after the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent and (aii) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities Taxes specified in SECTION 1.08Section 2.3(d); (iic) all Liabilities arising out of (but only to the extent relating to) any loss or liability of the Excluded Assets; (d) all Liabilities arising out of the Bonds; (e) all Liabilities relating to current or former employees of the Business (Sellers or any of their current or former Affiliates, other than Transferred Employees, and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by Transferred Employees arising prior to the Company (but not progressive meters)Closing Date, except as may otherwise be provided otherwise hereinin Article VIII; (ivf) all Liabilities related relating to Benefit Plansany Environmental Laws regarding any Non-Target Properties (other than Liabilities relating to the off-site migration of Hazardous Materials from a Real Property or Silver ▇▇▇▇ Property to a Non-Target Property), except irrespective of whether such Liabilities relate to actions, omissions or events that occur or exist prior to or after the Closing Date, including any Liabilities relating to Hazardous Materials that, prior to the Closing Date, were sent from a Real Property (other than by natural migration or to another Real Property or a Silver ▇▇▇▇ Property) off-site for treatment, storage or disposal; (g) all Liabilities relating to any toxic tort claim or other claim by a Person other than a Governmental Authority to the extent that such liability is reflected on it relates to exposure prior to the Closing Balance Sheet as a current liability Date to Hazardous Materials (for the avoidance of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of businessdoubt, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) such claim that alleges exposure to Hazardous Materials that occurred prior to the Transfer TimeClosing Date and continued or continues after the Closing Date, the portion of the Liability attributable to the pre-Closing exposure shall be a Retained Liability and the portion attributable to the continuation of the exposure post-Closing shall be an Assumed Liability); and (viiih) all other Liabilities for any natural resource damages at any Non-Target Property that result from migrations or Releases of Hazardous Materials from Real Property that occurred prior to the Company other than the Assumed LiabilitiesClosing Date and did not continue thereafter.

Retained Liabilities. All Liabilities Notwithstanding the provisions of Section 1.3 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to Cygne, it is understood and agreed that Cygne is not hereby assuming any liabilities, obligations or commitments of Commerce arising out of the Company conduct of the Acquired Business or otherwise prior to the date hereof other than the Assumed Liabilities (such liabilities being referred to herein as the "RETAINED LIABILITIES"“Retained Liabilities”). In addition, anything contained in this Agreement to the contrary notwithstanding, the Assumed Liabilities do not include and, accordingly, the Retained Liabilities include, without limitation, with respect to Commerce, the following liabilities: (a) shall be retained any liabilities arising out of the operation by Commerce or its subsidiaries of businesses other than the Acquired Business; (b) any Indebtedness; (c) any liability for the failure to comply with the bulk sales laws of any jurisdiction, except any such liability arising out of the failure of Cygne to pay any Assumed Liability; (d) any fees and paidexpenses incurred by Commerce or any Member in connection with negotiating, performed preparing, closing and discharged when carrying out this Agreement and the transactions contemplated hereby, including, without limitation, the fees and expenses of attorneys, investment bankers, finders, brokers, accountants and consultants, and all fees, expenses and other costs related to obtaining the sublease or assignment of the Showroom Leases to Cygne (or its designee) required hereunder; (e) any liability or obligation under or in connection with the Excluded Assets; (f) any liability or obligation for Taxes, whether or not accrued, assessed or currently due by the Company and Parent (PROVIDEDpayable, that the Company shall have the ability to contestincluding, in good faithwithout limitation, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): Taxes (i) except of Commerce, whether or not they relate to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Acquired Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees arising from the operation of the Acquired Business or the ownership of the Assets for any Tax period (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued portion thereof) ending on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; date hereof or (iii) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 1.4(f), all Liabilities real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to gaming chips and tokens issued by the Company Assets for a Tax period that includes (but does not progressive meters), except as provided otherwise herein; (ivend on) all Liabilities related to Benefit Plans, except to the extent that date hereof shall be apportioned between Commerce and Cygne based upon the number of days of such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued period included in the ordinary course Tax period before (and including) the date hereof and the number of business, but only to days of such Tax period after the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assetsdate hereof); (vig) any Liabilityliability or obligation of any Member, whether currently Commerce or ERISA Affiliate (i) under or in existence connection with Commerce Employee Plans or any other employee benefit plan, program or arrangement with respect to which Commerce or an ERISA Affiliate has any liability or potential liability, including (A) liability for complete or partial withdrawals under any multiemployer plan (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) pursuant to Section 4203 or 4205 of ERISA, respectively; (B) liability to the Pension Benefit Guaranty Corporation, including liability for premiums and terminations; (C) liability under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA; or (D) liability arising hereafter, owed by under Section 412 of the Company Code or Section 302(a)(2) of ERISA; (ii) arising under any collective bargaining agreement; (iii) for retiree medical or other retiree welfare benefits; and (iv) with respect to any current or former employee, director, shareholder, agent, independent contractor of its AffiliatesCommerce or any ERISA Affiliate, including, without limitation, liability for salaries, wages, bonuses, vacation, sick pay or severance pay; (viih) all Liabilities related to any fines Proceeding, whether or penalties imposed against not pending or threatened on the Company (or with respect date hereof, to the Business extent such Proceeding relates to periods prior to the date hereof (including, without limitation, any liability or obligation arising from the litigation referenced in Item 2 of Schedule 3.7 to the Commerce Disclosure Schedule); (i) any Assetviolation of any Legal Provisions occurring on or prior to the date hereof; and (j) by any Governmental liability or Regulatory Authority obligation arising from the operation of the Acquired Business, ownership of the Assets or the Showroom Leases through and including the date hereof, or arising out of the consummation of the transactions contemplated hereby (including, without limitation, the Commission) sale of the Assets pursuant hereto), including, without limitation, environmental remediation costs and liabilities and obligations arising out of transactions entered into prior to the Transfer Time; and date hereof (viiiincluding, without limitation, liabilities or obligations arising out of any breach by Commerce of any provision of any Commerce Agreement included in the Assets, including, without limitation, liabilities or obligations arising out of Commerce’s failure to perform as required under any Commerce Agreement in accordance with its terms prior to the Closing), any action or inaction prior to the date hereof or any state of facts existing prior to the date hereof (regardless of when asserted) all other Liabilities of the Company other than the Assumed Liabilitiesnot expressly assumed by Cygne pursuant to this Agreement.

Retained Liabilities. All Each Seller hereby acknowledges and agrees that all Liabilities of the Company Sellers other than the Assumed Liabilities (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”) shall remain the sole responsibility of and shall be retained and retained, paid, performed and discharged when due solely by such Seller. Without limiting the Company and Parent (PROVIDEDforegoing, that Retained Liabilities include the Company shall have the ability to contest, in good faith, any such claim following Liabilities of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):each Seller: (i) except any Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Local Country Purchase Agreements, the other transaction documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (ii) any Liabilities relating to or arising out of the Excluded Assets; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (iii) any Liability arising out of or relating to products or services of Sellers to the extent manufactured, sold or provided prior to the Effective Time other than to the extent assumed under Section 2.4(a)(iii), 2.4(a)(iv) or 2.4(a)(v); (iv) any such liability is reflected on Liability under any Contract assumed by Buyer pursuant to Section 2.4(a)(v), that either arose at or prior to the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingentEffective Time or, to the extent (a) resulting from events or conditions which that such Liability is the result of a Breach that occurred or existed prior to the Transfer Effective Time, arises after the Effective Time; (v) any Liability for Taxes, including (A) any Taxes arising as a result of such Sellers’ operation of the Business or ownership of the Acquired Assets prior to the Effective Time, (bB) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, the Local Country Purchase Agreements, the other transaction documents and the transactions contemplated hereby and thereby, and (C) any deferred Taxes of any nature; (vi) any Liability under any Contract not expressly assumed by Buyer under Section 2.4(a), including any Liability arising out of or relating to any Indebtedness or any security interest or Encumbrance related thereto; (vii) any Environmental, Health and Safety Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)operation of the Business prior to Closing or such Seller’s leasing, ownership or operation of real property or the Facilities; (iiviii) any loss obligation or liability relating Liability under or that relates to current the Company Benefit Plans or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued that is incurred on or prior to the Transfer TimeEffective Time that relates to payroll, except wages (including overtime compensation), hours of work, vacation, leaves of absence (including sick leave), employment eligibility verification, immigration, workers’ compensation, or unemployment benefits, for such Seller’s current or former employees, officers, directors or other Persons; (ix) any trade accounts payable of Sellers (A) to the extent that such liability is reflected not accounted for on the Closing Interim Balance Sheet as a current liability of the Business; Sheet; (iiiB) all Liabilities with respect which constitute debt, loans or credit facilities to gaming chips and tokens issued by the Company financial institutions; or (but C) which did not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued arise in the ordinary course of business; (x) any Liabilities of the Business relating or arising from unfulfilled commitments, but only quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Acquired Assets issued by the Business’ customers to Sellers on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (xi) any Liability incurred under any collective bargaining, employment, services, severance, retention or termination agreement or arrangement that existed on or prior to the extent that Effective Time with any current or former employee or contractor of such Seller or any of their Related Persons. For the accrual for avoidance of doubt, any Liability incurred after the Effective Time under any collective bargaining, employment services, severance, retention or termination agreement or arrangement maintained or entered into between Buyer and any current or former employee or contractor of such payables and expenses Seller or any of their Related Persons relating to services performed after the Effective Time shall be the sole responsibility of Buyer; (xii) any Liability arising out of or relating to any current or former employee or contractor claim, charge, complaint, grievance, illness or injury with respect to an event or occurrence at or prior to the Effective Time whether or not the affected employees or contractors are hired by Buyer; Certain information in this document has been properly reflected on omitted and filed separately with the Closing Balance Sheet, Securities and other than Exchange Commission. Confidential treatment has been requested with respect to the extent omitted portions marked [***]. (xiii) any Liability to any Related Person of such Seller; (xiv) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of such Seller; (xv) any Liability to distribute to any equity holders of such Seller or otherwise apply all or any part of the consideration received hereunder; (xvi) any Liability arising following out of any Proceeding by or against such Seller whether pending as of or commenced after the Transfer Time Effective Time; (xvii) any Liability arising out of or resulting from such Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xviii) any Liability under Contracts that constitute Assetsthis Agreement or any other document executed in connection with the Contemplated Transactions, including for the performance of this Agreement or a Local Country Purchase Agreement; (xix) all Liabilities, if any, arising out of or relating to any prior acquisition or disposition by such Seller, or as set forth on Schedule 2.4(b)(xix); (vixx) any LiabilityLiability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, whether currently in existence or arising hereafteralleged to have been made, owed by the Company to any Person with such Seller or any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company Related Persons (or any Person acting on behalf of any of them) in connection with respect to any of the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeContemplated Transactions; and (viiixxi) all any other Liabilities Liability of such Seller or its Related Persons arising after the Company other than the Assumed LiabilitiesEffective Time.

Retained Liabilities. All Liabilities of Notwithstanding any other provision in this Agreement, Sellers shall retain and be responsible for, the Company other than Assumed Liabilities following (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except the ownership or operation of the Facility prior to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (Closing, other than current accounts payable or accrued expenses of Excluded Environmental Liabilities and the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time Environmental Liabilities assumed by Purchaser under Contracts that constitute AssetsSection 2.4(c); (vib) all Excluded Environmental Liabilities; (c) all Liabilities related to employee benefits or compensation arrangements with respect to any Liability, whether currently in existence employee or arising hereafter, owed by the Company to former employee of Pfizer or any of its Affiliates; (viid) all Liabilities for which a Seller expressly has responsibility pursuant to the terms of this Agreement; (e) all Liabilities for Taxes of Sellers or taxes related to to, imposed on, or arising from the Facility or the Purchased Assets for any fines or penalties imposed against the Company taxable period (or with respect portion thereof) on or prior to the Business Closing, except for (x) Taxes attributable to actions taken or failures to act after the Closing by Purchaser, any of its Affiliates or any Assettransferee of Purchaser or any of its Affiliates (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of Sellers), (y) as otherwise provided in Section 10.9, or (z) real and personal property Taxes for the calendar year of the Closing attributable to the portion of the year during which the respective real or personal property of the Facility is owned by Purchaser, its Affiliates or any Governmental transferee of Purchaser or Regulatory Authority its Affiliates (the “Retained Tax Liabilities”) provided that in the case of any real or personal property Tax for any Straddle Period, (A) the amount of such Tax attributable to the portion of such Straddle Period ending on or prior to the Closing Date shall be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in the entire Straddle Period and (B) the amount of such Tax attributable to the portion of such Straddle Period beginning after the Closing Date shall be the amount of such Tax for the entire Straddle Period minus the amount of such Tax determined under clause (A) of this proviso and that in the case of all other Taxes, such Taxes shall be apportioned on the basis of an interim closing of the books at the end of the Closing Date; (f) all Liabilities resulting from a claim by a third party in respect of injury or damage to property allegedly due and owing as a result of the ownership or previous or current operation, if any, of the Purchased Assets or the Facility prior to the Closing, including, without limitation, warranty obligations and irrespective of the Commissionlegal theory asserted; (g) prior all Liabilities to the Transfer Timeextent relating to the Excluded Assets; (h) all Liabilities arising before the Closing under that certain E&O Agreement; (i) to the extent any equipment leased to Pfizer under the Supply Agreement between Pfizer and The BOC Group, Inc. dated as of October 1, 2003 and/or the Master Agreement between Pharmacia Corp. (Pfizer) and IOS Capital, Inc., a wholly-owned subsidiary of IKON Office Solutions, Inc. dated December 22, 2000 is located at the Purchased Assets following the Closing, all Liabilities arising in connection with such contracts and all Liabilities arising from the extraction of such equipment following the Closing; and (viiij) all other Liabilities arising before the Closing under any Assumed Contracts or Assumed Governmental Authorizations as set forth in Schedule 2.1(d), and all Liabilities arising under each of the Company other than Post-closing Assumed Contracts before, in each case, the time such Post-closing Assumed LiabilitiesContract was assigned to or assumed by Purchaser.

Retained Liabilities. All Liabilities From and after the Effective Time, Seller shall remain solely liable for and shall pay, perform and discharge when due all of the Company other than Assumed Liabilities following liabilities, obligations and commitments of Seller (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (i) except all liabilities and obligations of Seller, Seller’s Affiliates, or Seller’s Representatives, incurred or accruing under the Assumed Contracts with respect to the period prior to the Effective Time; (ii) all liabilities and obligations arising out of or relating to or associated with the Excluded Assets; (iii) all fines or penalties prescribed by a Governmental Entity for a violation by Seller or its Affiliates of any Existing Site Permits or Laws (including Environmental Laws) by or with respect to the Acquired Assets, which violation occurred prior to the Effective Time; (iv) all liabilities and obligations to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability accruing or resulting from or arising out of Seller’s or Seller’s Affiliates’ off-site disposal of Hazardous Materials resulting from Seller’s ownership, possession, use or operation of the BusinessAcquired Assets prior to the Effective Time; (v) all losses, claims, liabilities, demands, penalties, interest, costs and expenses arising out of, accruing, incident, relating to, or in connection with Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Acquired Assets (excluding any loss sales or liability of the Company of any nature or description, whether liquidated or contingent, transfer Taxes to the extent (aarising from the sale and purchase of the Acquired Assets) resulting from events attributable to or conditions which occurred or existed accruing during periods prior to the Transfer Effective Time; (vi) Claims by Governmental Entities against Seller or any liability or obligation arising out of or related to any action or failure by Seller (or Seller’s Affiliates) to perform Seller’s obligations with respect to the construction of the CAMU, which were required to be performed prior to the Effective Time under the Designated Orders pursuant to Section 7.13, regardless of when such Claims are presented; (vii) all liabilities and obligations of Seller or Seller’s Affiliates’ arising out of or related to the removal and disposal of certain Hazardous Materials and Hazardous Waste from the Waste Water Treatment Plant as detailed on Schedule 1.3(b)(vii); (bviii) all liabilities and obligations of Seller or Seller’s Affiliates arising out of, related to or, in connection with the removal and disposal, in accordance with applicable Law, of all material amounts of Hazardous Waste contained as of the Effective Time in those process units included in the Refinery Facility; and (ix) all liabilities and obligations of Seller arising out of or relating to the Excluded Assets (including those items identified as Amoco Bonds. Notwithstanding any provision in this Agreement to the contrary, the Retained Liabilities shall include all liabilities accruing or arising in SECTION 1.08); (ii) any loss or liability manner whatsoever as a result of, relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including in connection with respect to employment any criminal act occurring or Benefit Plans, which accrued on or accruing prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued Effective Time by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable Seller or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Seller’s Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All there shall be excluded from the Assumed Liabilities all liabilities and obligations of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due Vendor not expressly assumed by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliatesthe Real Property Purchasers under Section 2.1(b), so long as such contest does not result in a Lien upon any of including the Assets):following liabilities or obligations: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability liabilities and obligations of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Vendor created by this Agreement; (ii) any loss liability or liability relating to current obligation for Taxes owing or former employees of accrued up until the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to Effective Time except as provided for in the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessWorking Capital Adjustment; (iii) all Liabilities with respect to gaming chips and tokens issued by any liability or obligation for Accounts Payable (other than those of the Company (but not progressive meters), Partnership) or Accrued Expenses except as expressly agreed herein and as provided otherwise hereinfor in the Working Capital Adjustment; (iv) all Liabilities related to any liability or obligation for Benefit Plans, except Plans and the Multi-Employer Plans prior to the extent that such liability is reflected on Effective Time except as provided for in the Closing Balance Sheet Working Capital Adjustment and as a current liability of the Businessprovided for pursuant to Section 9.7; (v) all Indebtedness (other than current accounts payable or accrued expenses indebtedness of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual Vendor for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)borrowed money; (vi) liabilities and obligations in respect of any Liability, whether currently in existence or arising hereafter, owed by business of the Company to any of its AffiliatesVendor other than the Businesses; (vii) all Liabilities related liabilities and obligations under any Contract or in respect of any assets included in the Excluded Assets; (viii) any liability in respect of Pension Plans except as provided for pursuant to Section 9.7; (ix) any fines liability for Employees specifically retained by the Vendor pursuant to Sections 9.6 and 9.7; (x) any other liability of the Businesses which is not an Assumed Liability or penalties imposed against a liability of the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimePartnership; and (viiixi) all other Liabilities the liabilities of the Company other than Vendor under the Assumed Partnership Agreement to the Effective Time; (collectively the “Retained Liabilities”), all of which shall remain obligations to the Vendor.

Retained Liabilities. All Liabilities Notwithstanding anything to the contrary contained herein, Purchaser shall not hereby assume, or in any way be liable or responsible for, and Seller shall perform or satisfy: (a) any liability or obligation with respect to Taxes applicable to the Assets or the Purchased Businesses for any period (or partial period) ending prior to the Closing Date, whether or not due and payable prior to or after such time; (b) all liabilities and obligations of Seller to pay any amount to any Employee, Former Employee, Retired Employee or any other Person in connection with the sale of the Company other than Assumed Liabilities (Terrace Bay, Ontario pulp mill business or the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any sale or proposed sale of the Assets):Woodlands as described in Schedule 2.4(b); (c) the liabilities referred to in Section 5.2(a) as Retained Liabilities; (d) any liability or obligation of Seller under the MOU to transfer any real property to or for the benefit of the PLFN; (e) any liability or obligation of Seller for any amounts or costs paid or payable, including any Benefit Plan costs resulting from an order of a Governmental Authority, as a result of the termination of an employee of either of the Purchased Businesses by Seller during the period beginning on or after the date of the Share Purchase Agreement and ending immediately prior to the Closing; (f) all liabilities and obligations relating to the Retained Litigation; and (g) any liability or obligation of Seller: (i) except to based upon or arising under this Agreement, the extent any such liability is reflected on Finance Purchase Agreement, the Closing Date Balance Sheet as a current liability of Share Purchase Agreement or the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Ancillary Agreements; (ii) any loss or liability relating to current or former employees arising under or in respect of the Business Retained Assets, Seller’s operations and businesses (and their eligible dependents and beneficiaries)including its Terrace Bay, including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability Ontario pulp mill business) not comprising part of the Business;Purchased Businesses; and (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any lien or other encumbrance in respect of any of the Business; (v) all Indebtedness (Assets other than current accounts payable or accrued expenses Permitted Encumbrances. All of the Company incurred or accrued in foregoing liabilities and obligations of Seller not being assumed by Purchaser hereunder are hereinafter sometimes collectively referred to as the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed “Retained Liabilities”.

Retained Liabilities. All Except for the Assumed Liabilities, Purchaser shall not assume, and shall have no liability for, any Liabilities, Taxes or Contracts of Seller, it being understood that Purchaser is expressly disclaiming any express or implied assumption of any Liabilities of the Company other than the Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained Liabilities. Notwithstanding Section 2.3 or any other provision contained herein, and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim regardless of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon whether any of the following may be disclosed to Purchaser or whether Purchaser may have actual knowledge of the same, Purchaser shall not assume, and Seller shall pay, perform, and discharge when due and remain exclusively liable for the following (collectively, the “Retained Liabilities”): (a) any Liability that is not an Assumed Liability; (b) any Liability of Seller with respect to the Excluded Assets):, excluding any Liability that arises out of or relates to the use or exercise of rights by Purchaser, its Affiliates or their sublicensees of or under the Licensed IP after the Closing; (c) any Liability of Seller under, or directly or indirectly relating to, any Environmental Law or Environmental Permit, excluding any Liability arising out of or related to Purchaser’s use or occupation of any Real Property after the Closing Date that is unrelated to matters, facts or circumstances existing at, prior to or as a consequence of Closing; (d) any Liability of Seller for Taxes and any Taxes allocated to Seller pursuant to Section 5.18, but excluding any Taxes allocated to Purchaser pursuant to Section 2.8; (e) any Liability of Seller, its Affiliates or ERISA Affiliates under the Benefit Plans, other than Transferred Employee Liabilities and Liabilities that transfer to Purchaser by operation of law with respect to Transferred Employees; (f) any Liability of Seller for claims covered by Seller’s Insurance Policies arising out of any act or omission occurring or state of facts existing prior to the Closing, including workers’ compensation (including claims made in respect of any period during which Seller was a self-insurer), general liability, fire and property insurance policies, and any Liability of Seller for premiums which may (g) be due or are payable under any such insurance policy; (h) any Liability of Seller under any Contract of Seller other than the Assigned Contracts; (i) except to the extent any such liability is reflected on Liability of Seller under any Assigned Contract that arises after the Closing Date Balance Sheet as and that (i) arises out of or relates to a current liability breach by Seller of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed such Contract occurring prior to the Transfer TimeClosing or (ii) is attributable to obligations required, by the terms thereof, to be observed, paid, performed or discharged, as the case may be, in each case by Seller at any time on or prior to the Closing; (j) other than as set forth in Section 2.3(f), any Liability (including severance payments, damages for wrongful dismissal and all related costs that become payable in connection with an employee’s termination of employment by Seller) incurred on or prior to the Closing which may be owed, or which has otherwise accrued (bincluding all unused vacation time accrued), with respect to any employee or former employee of Seller or any of its Subsidiaries as of the Closing (or which relates to any period prior to Closing) under any policy of Seller or its Subsidiaries, as well as under any other employment, severance, retention or termination policy, Contract or Law in relation to any employee or former employee of Seller or any of its Subsidiaries or arising out of or relating to any employee or former employee grievance with respect to Seller or any of its Subsidiaries including all severance payments, damages for wrongful dismissal and all related costs in respect of the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)termination by Seller of the employment of any Business Employee who does not become a Transferred Employee; (k) any Liability of Seller to any stockholder or Affiliate of Seller, including any Liability (i) relating to dividends, distributions, redemptions, or Security Rights with respect to any security of Seller and (ii) to distribute to any loss of Seller’s stockholders or liability otherwise apply all or any part of the Purchase Price; (l) other than as set forth in Section 2.3(a) or Section 2.3(b), any Liability arising out of any Claims pending as of the Closing or arising out of any Claims commenced after the Closing and to the extent arising out of, or relating to, any occurrence or event happening prior to current the Closing; (m) any Liability of Seller incurred in connection with the performance of this Agreement, any Transaction Document or former employees any other document executed in connection with the Acquisition, including expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and the consummation of the Acquisition, except as otherwise specifically provided in this Agreement, the Transaction Documents or any other document or instrument executed in connection with the Acquisition; (n) any Liability for claims for injury, disability, death or workers’ compensation arising from or related to employment in the Business which occurred prior to the Closing Date; and (o) any employment-related claims, penalties or assessments in respect of the Business (and their eligible dependents and beneficiaries)arising out of matters, including with respect to employment facts or Benefit Plans, circumstances which accrued occurred on or prior to the Transfer TimeClosing Date, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (in each case other than current accounts payable or accrued expenses of the Company incurred or accrued as set forth in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 2.3(f); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities The representations, warranties, indemnities and agreements of Seller set forth in this Agreement and the Closing Documents shall survive for twelve (12) months after the Closing Date (the “Limitation Date”). Seller and Purchaser hereby agree that, notwithstanding any provision of this Agreement or any provision of law to the contrary, any action which may be brought for the untruth or inaccuracy of any representation or warranty by Seller or any indemnity or other obligation of Seller in this Agreement or in any of the Company other than Assumed Liabilities Closing Documents (the "RETAINED LIABILITIES"a “Claim”) shall be retained forever barred unless, no later than the Limitation Date, Purchaser (a) delivers to Seller a written notice of the Claim setting forth the basis for such Claim, and paid(b) files a complaint or petition against Seller alleging such Claim in an appropriate Federal district or state court and serves the same upon Seller, performed in which case the Limitation Date, as to such breach, shall be extended pending resolution of such complaint or petition. Notwithstanding anything to the contrary contained in this Agreement, any Claim that Purchaser may have at any time against Seller will not be valid or effective, and discharged when due by the Company and Parent (PROVIDED, that the Company Seller shall have no liability with respect thereto, unless all valid Claims exceed Twenty-five Thousand Dollars ($25,000) in the ability aggregate (the “Basket”); provided that, once such aggregate of all valid Claims exceeds the Basket, Purchaser shall be entitled to contestpursue and receive recovery of the full amount of such Claims, including the first $25,000 thereof. Seller’s liability for damages resulting from valid Claims shall in no event exceed (x) three percent (3%) of the Purchase Price in the aggregate for the first eight (8) months following the Closing Date and (y) for the next four (4) months following the Closing Date, two percent (2%) of the Purchase Price in the aggregate (the “Cap”), provided, however, in good faith, any such claim of liability asserted in no event shall the Basket or the Cap apply with respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): to: (i) except the broker representation set forth in Section 8.3, (ii) Seller’s re-proration obligations pursuant to Section 7.2, (iii) Seller’s fraud, and/or (iv) the extent payment of any such liability is reflected taxes that are Retained Liabilities. To secure Seller’s obligations hereunder, on the Closing Date, Seller shall cause Ashford Hospitality Limited Partnership, a Delaware limited partnership, to sign the joinder attached hereto. Until the Limitation Date Balance Sheet as a current liability of (and thereafter during the Business, any loss or liability of the Company pendency of any nature or description, whether liquidated or contingent, to claims of which Purchaser has notified Seller and instituted a proceeding in accordance with the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiariestime period set forth above), including with respect such joinder is intended to employment or Benefit Plans, which accrued on or prior to secure payment for Seller’s obligations and covenants under this Section 10.15. The provisions of this Section 10.15 shall survive the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing.

Retained Liabilities. All Liabilities The Seller Entities shall retain or assume, and the Purchaser shall not assume, all of the Company following liabilities of the IM Business Entities (the “Retained Liabilities”), it being understood that the Seller Entities shall not be required to retain or assume any liabilities of the IM Business Entities other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):Retained Liabilities: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events All liabilities of the IM Business Entities that do not primarily relate to or conditions which occurred arise primarily out of the Purchased Assets, the IM Business or existed prior to the Transfer Timeoperation or conduct of the IM Business, other than liabilities set forth in Sections 1.06(b) or (c); (b) All liabilities arising primarily out of or primarily relating to the Excluded Assets; (c) All liabilities arising out of or relating to the Excluded Assets (including those items identified as i) any Retained Liabilities in SECTION 1.08); Plan or (ii) any loss or liability relating to current or former employees employee, director, independent contractor, or other service provider of any Seller Entity or any of its Affiliates who is not a Continuing Employee arising at any time, other than any liabilities that the Business (and their eligible dependents and beneficiaries), including with respect Purchaser is expressly required to employment assume or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessretain under Section 4.09; (iiid) all Liabilities with respect All obligations to gaming chips and tokens issued by provide defined benefit pension, nonqualified deferred compensation or post-retirement medical, life insurance or other post-retirement welfare benefits to any IM Employees, including without limitation any such obligations arising out of or relating to Employee Plans (including without limitation the Company (but not progressive metersRetained Plans), except as provided otherwise hereinand any long-term incentive compensation liabilities that the Seller Entities are expressly required to assume or retain pursuant to Section 4.09; (ive) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability All Indebtedness of the Business; (v) all Indebtedness (other than current accounts payable IM Business Entities or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeSeller Entity; and (viiif) all All other Liabilities liabilities set forth on Schedule 1.07(f) of the Company other than the Assumed Liabilities.Seller Disclosure Schedules; and

Retained Liabilities. All Liabilities Subject to the terms of this Agreement, Sellers hereby expressly retain and agree to pay, perform, and discharge, severally according to their respective ownership interests in the Company other than Assumed Assets and not jointly, the following duties, obligations, and Liabilities (collectively, the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets“Retained Liabilities”): (ia) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability performance of the Businessterms, any loss or liability conditions, and covenants of, and the discharge of Sellers’ shares of the Company duties, obligations, and Liabilities (other than obligations or Liabilities for the payment of any nature or descriptionmoney) arising under the terms of, whether liquidated or contingentthe Leases, to the extent (a) resulting from events or conditions which occurred or existed Real Property Interests, the Transferable Permits, and the Contracts for the period prior to the Transfer Possession Time, or ; (b) arising out except for Assumed Liabilities, all obligations and Liabilities of or relating to Sellers for the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees payment of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or money with respect to the Business or any Asset) by any Governmental or Regulatory Authority Assets (including, without limitation, the Commissionpayment of Sellers’ shares of all costs and expenses incurred in connection with the Assets and the payment of Sellers’ shares of all royalties, overriding royalties, and other similar burdens on production, as well as all rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the Leases) for the period prior to the Transfer Effective Time; (c) all Claims and Liabilities relating to the payment of taxes (including interest, penalties, and additions to tax) for which Sellers have agreed to be responsible hereunder; (d) except for Assumed Liabilities, all Claims and Liabilities, whether in contract, in tort, or arising by operation of Law, against or suffered by any Seller that relate in any way to, the Assets (INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF BUYER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES), to extent that any such Claim or Liability, or the acts, omissions, events, or conditions giving rise thereto, arose, occurred, or existed prior to the Possession Time, regardless of whether such Claim or Liability has been asserted as of the Possession Time. Without limiting the effect of this Section 2.5(d), or any other provision of this Agreement, the grassfires and consequences thereof that occurred on a portion of the Assets in March and April, 2006, are Retained Liabilities, except that the expenses incurred by Sellers in repairing Sellers’ Personal Property constitute an upward adjustment to the Base Consideration under Section 2.3(b)(ii) above. (e) all Claims (if any) of third Persons, whether as the result of audits or otherwise, to refunds, adjustments, settlements of disputes, or other amounts of any kind due under the terms of the Leases, the Real Property Interests, the Transferable Permits, or the Contracts and attributable to the period prior to the Effective Time; (f) all amounts payable by any Seller under the terms of all exchange traded futures contracts and over-the-counter derivative contracts to which any Seller is a party as of the Effective Time, including, without limitation, all breakage costs (if any) incurred by any Seller under the terms of any such agreement as the result of the transactions contemplated in this Agreement; (g) all indebtedness (if any) of any Seller, whether or not encumbering all or any portion of the Assets; (h) ALL RETAINED ENVIRONMENTAL LIABILITIES (which is a defined term on Schedule 1.1); and (viiii) except for Assumed Liabilities, all other Liabilities duties, obligations, Claims, and Liabilities, whether in contract, in tort, or arising by operation of Law, accruing or resulting from, arising out of, or otherwise associated with (i) the Company other than Assets for the Assumed Liabilitiesperiod prior to the Possession Time, and (ii) the Excluded Assets.

Retained Liabilities. All Liabilities Notwithstanding any provision of this Agreement or any other writing to the Company other than contrary, the Purchaser is assuming only the Assumed Liabilities (the "RETAINED LIABILITIES") and is not assuming any other liability or obligation of any Seller of whatever nature, whether known, unknown, absolute, contingent or otherwise, and whether accrued or unaccrued. All such other liabilities and obligations shall be retained by and paidremain liabilities and obligations of the Sellers (all such liabilities and obligations not being assumed being referred to as the “Retained Liabilities”). Without limiting the generality of the foregoing, performed Retained Liabilities include: (a) any liability or obligation under the Assumed Contracts (other than Payables, which are addressed in Section 2.5(i)) and discharged when due by the Company and Parent (PROVIDED, that Licenses included in the Company shall have the ability to contestAssets, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except each case to the extent any such liability is reflected on or obligation arose or was required to be performed prior to the Polymers Closing Date Balance Sheet (with regard to the Polymers Assumed Contracts and Polymers Assets) or the Base Chemicals Closing Date (with regard to the Base Chemicals Assumed Contracts and the Base Chemicals Assets), as a current liability the case may be, other than any liabilities or obligations under the Assumed Contracts to provide any rebates, performance payments, volume incentives or other similar payments that are Assumed Liabilities pursuant to Sections 2.4(a)(i) and 2.4(b)(i); (b) liabilities owed by any Seller to the other Sellers or any Affiliate of the Sellers in respect of the Business, the Facilities or any loss other Assets; (c) liabilities for (i) Taxes of any Seller, (ii) Taxes related to or liability associated with the Business, the Facilities or the other Assets for taxable periods (or portions thereof) prior to the Polymers Closing Date (with regard to the Polymers Business, the Polymers Facilities and the other Polymers Assets) or the Base Chemicals Closing Date (with regard to the Base Chemicals Business, the Base Chemicals Facilities and the other Base Chemicals Assets), as the case may be, except for any Taxes apportioned to the Purchaser under Section 2.6(a), and (iii) payments of any Seller or its Affiliate under any Tax allocation, sharing or similar agreement (whether oral or written) to which any Seller is a party; (d) liabilities associated with, related to or arising from any Excluded Asset or any Excluded Business, excluding, in the case of an Excluded Asset or Excluded Business that is the subject of, or owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period after either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, it being understood that the respective rights, obligations and liabilities of the Company Purchaser and the Seller party thereto with respect to such matters will be governed solely by any relevant Commercial Agreement; (e) (i) liabilities relating to the matters set forth on Schedule 4.8 or 4.9, in each case to the extent attributable to periods before either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be; and (ii) any liabilities and obligations arising out of or related to any nature suit, action, claim filed, arbitration or descriptionproceeding existing as of (A) the Polymers Closing Date to the extent related to the Polymers Business or (B) the Base Chemicals Closing Date to the extent related to the Base Chemicals Business; (f) any liabilities and obligations associated with any Longview Environmental Contamination; (g) any liabilities and obligations associated with any Peru Environmental Contamination; (h) all liabilities arising out of, whether liquidated under or contingentin connection with any Indebtedness of the Sellers (including all Intercompany Debt); (i) all Payables; (j) all obligations and liabilities under any Seller Benefit Plan; (k) all liabilities arising out of, under or in connection with any violation of antitrust Law related to (i) the Polymers Assets or the Polymers Business that (A) occurred prior to the Polymers Closing Date or (B) occurred prior to the Polymers Closing Date and continued to occur after the Polymers Closing Date or (ii) the Base Chemicals Assets or the Base Chemicals Business that (A) occurred prior to the Base Chemicals Closing Date or (B) occurred prior to the Base Chemicals Closing Date and continued to occur after the Base Chemicals Closing Date, in either case excluding liabilities arising out of, under or in connection with any violation of antitrust Law related to (X) the Polymers Assets or the Polymers Business that occurred more than ninety (90) days after the Polymers Closing Date or (Y) the Base Chemicals Assets or the Base Chemicals Business that occurred more than ninety (90) days after the Base Chemicals Closing Date; (l) all obligations and liabilities owed to any of the Business Employees (or their spouses or beneficiaries), or any former employees (or their spouses or beneficiaries) of the Sellers, to the extent (a) resulting from events or conditions which occurred or existed incurred prior to (i) the Transfer Time, Polymers Closing Date with regard to such obligations and liabilities related to the Polymers Business or (bii) arising out of or relating the Base Chemicals Closing Date with regard to such obligations and liabilities related to the Excluded Assets (including those items identified Base Chemicals Business, except as Retained Liabilities otherwise provided for in SECTION 1.08Section 2.6(c); (m) any liabilities and obligations associated with any Off-Site Disposal Activities; (n) any liabilities or obligations arising out of, under or in connection with any third-party bodily injury, death, property damage, or nuisance claim relating to the Release of or exposure to any product, substance, pollutant, contaminant, or waste prior to (i) the Polymers Closing with regard to such obligations and liabilities related to the Polymers Business or (ii) any loss or liability relating the Base Chemicals Closing with regard to current or former employees of the Business (such obligations and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior liabilities related to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Base Chemicals Business; (iiio) all Liabilities of the Sellers’ and any of their Affiliates’ obligations under the Texaco Agreement other than those associated with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinAssigned Indemnity; (ivp) all Liabilities related to Benefit Plans, except any amounts payable to the extent that counterparties pursuant to the Rebuild Agreements (as such liability is reflected agreements exist on the Base Chemicals Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsDate); (viq) any Liability, whether currently in existence liability or arising hereafter, owed by the Company to obligation associated with any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer TimeStrategic Transaction Confidentiality Agreement; and (viiir) all other Liabilities liabilities of the Company other than the Sellers that are not Assumed Liabilities.

Retained Liabilities. All Liabilities Except for the Assumed Liabilities, Buyer shall not assume or become obligated with respect to any Liability of the Company other than Assumed Liabilities Seller Group of any nature whatsoever (the "RETAINED LIABILITIES") “Retained Liabilities”), and the Seller Group shall be retained retain and paidshall pay, performed discharge and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any perform all of the Assets):Retained Liabilities, including: (ia) except all Liabilities not related to the Business or to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss arising from or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating related to the Excluded Assets or any business of the Seller Group (including those items identified as Retained Liabilities in SECTION 1.08other than the Business); (iib) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except all Liabilities to the extent that such liability is reflected on the Closing Balance Sheet as a current liability related to or arising out of any Indebtedness of the BusinessSeller Group; (iiic) all Liabilities of the Seller Group arising or incurred in connection with respect to gaming chips the negotiation, preparation, investigation and tokens issued by performance of this Agreement, the Company (but not progressive meters)agreements contemplated hereby and the transactions contemplated hereby and thereby, except as provided otherwise hereinincluding fees and expenses of counsel, accountants, consultants, advisers and others; (ivd) all Tax Liabilities of Seller or its Subsidiaries (the allocation of which among the Parties shall be governed exclusively by Article VIII); and (e) other than the Assumed Employee Liabilities, all Liabilities of the Seller Group under any Seller Employee Plan or for any present or former employees, officers, directors, retirees, independent contractors or consultants of the Seller Group, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (f) all Liabilities related allocated to Benefit Plansany Seller, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any member of the BusinessSeller Group or any of their respective Affiliates (other than an Acquired Entity) herein or in the Ancillary Agreements; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (viig) all Liabilities related to any fines payroll Taxes deferred under the CARES Act; (h) all risk-based or penalties imposed against administrative services only (ASO) Liabilities under the Company Centene Customer Agreements (or with respect to as defined in the Business or any AssetDisclosure Schedule) by any Governmental or Regulatory Authority (including, without limitation, the Commission) arising prior to the Transfer TimeClosing; and (viiii) all other the Liabilities listed in Section 1.10(i) of the Company other than Disclosure Schedule (the Assumed “Specified Retained Liabilities”); provided that no Liability of an Acquired Entity shall be a Retained Liability.

Retained Liabilities. All Liabilities Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the Company execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of any Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Sellers shall retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities to the extent specifically provided in Section 3.1, including without limitation those set forth below (all such liabilities and obligations retained by Seller being referred to herein as the "RETAINED LIABILITIESRetained Liabilities"): (a) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, all obligations or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that the Company shall have the ability relate to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Excluded Assets):; (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out all obligations or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including Taxes with respect to employment the Transferred Assets or Benefit Plansotherwise, which accrued for all periods, or portions thereof, on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate; (iiic) all Liabilities with respect obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to gaming chips the transactions contemplated by this Agreement and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinDIP Facility; (ivd) all Liabilities related to Benefit Plans, except to the extent that such liabilities and obligations for which Purchaser assumes no obligation or liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued described in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute AssetsSection 3.1(d); (vie) all obligations or liabilities for any Liability, whether currently in existence borrowed money incurred by any Seller or arising hereafter, owed by the Company to any predecessor(s) or Affiliate(s) of its AffiliatesSellers; (viif) all Liabilities obligations of Sellers related to the right to or issuance of any fines capital stock or penalties imposed against the Company (or with respect to the Business or other equity interest of any Asset) by any Governmental or Regulatory Authority (Seller, including, without limitation, the Commissionany stock options or warrants; (g) prior all obligations or liabilities of Sellers to the Transfer TimeFAA for any fines and penalties; (h) all obligations or liabilities of Sellers to provide air travel or related services pursuant to any flight travel privileges, awards or certificates or any similar agreements, arrangements or understandings (whether written or oral), other than as expressly set forth in Section 3.1(g); and (viiii) all other Liabilities liabilities and obligations of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, directly or indirectly, the conduct of their respective businesses or ownership or lease of any of their properties or assets or any properties or assets previously used by any Seller at any time prior to or on the Closing Date, including without limitation such of the Company foregoing (i) as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of requirement of any Law, (ii) that relate to, result in or arise out of the existence or imposition of any liability or obligation to remediate or contribute or otherwise pay any amount under or in respect of any environmental, superfund or other than the Assumed Liabilitiesenvironmental cleanup or remedial Laws, occupational safety and health Laws or other Laws or (iii) that relate to any and all claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character against any Seller or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued.

Retained Liabilities. All Liabilities Notwithstanding Section 1.3, Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Sellers not expressly and specifically assumed by Purchaser as an Assumed Liability (all such liabilities and obligations not being assumed being herein called the "Retained Liabilities"). Without limiting the generality of the Company other than foregoing, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any intercompany payables and other liabilities or obligations among the "RETAINED LIABILITIES"Sellers and their Affiliates; (b) shall be retained any costs and paidexpenses incurred by Sellers incident to their negotiation and preparation of this Agreement and their performance and compliance with the agreements and conditions contained herein and therein (except as otherwise specifically provided herein); (c) any debts, performed liabilities and discharged when due by obligations in respect of any Retained Assets; (d) any liabilities in respect of the Company and Parent (PROVIDEDclaims or proceedings which are otherwise described or should have been described in Schedule 3.11, that the Company which claims or proceedings Sellers shall have the ability right to contestdispose of in its discretion; (e) any Royalties and Participations, Guild Payments and other third-party payments arising in good faiththe generation of, or attributable to, Retained Receivables collected prior to February 1, 2001, except as otherwise set forth in Section 1.3(b)(ii); (f) all liabilities or obligations of any kind relating to the Harv▇▇ ▇▇▇ertainment Business, the Harv▇▇ ▇▇▇ertainment Assets and the Assigned Contracts accruing or arising out of, or based upon, events, facts, circumstances, occurrences or developments in existence or that occurred prior to February 1, 2001, except to the extent such claim liabilities expressly constitute an Assumed Liability; (g) any liabilities and obligations related to, associated with or arising out of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates(i) the occupancy, so long as such contest does not result in a Lien upon operation, use or control of any of the Assets):Harv▇▇ ▇▇▇ertainment Assets prior to February 1, 2001, (ii) all costs and expenses of maintaining or processing the intellectual property included in the Entertainment Related Assets prior to February 1, 2001, and (iii) the operation of the Harv▇▇ ▇▇▇ertainment Business prior to February 1, 2001; (h) any liabilities or obligations relating to or owed to employees of Seller, including, without limitation, severance, COBRA, insurance or other obligations in connection with the termination of their employment with Seller; (i) except to the extent Any Taxes of Sellers (or any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (bthem) arising out of or relating to the Excluded Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business (including those items identified as Retained Liabilities in SECTION 1.08it being understood that Purchaser shall be liable for Taxes attributable to Assigned Receivables and other amounts received by Purchaser); (iij) Any liabilities, obligations, penalties, costs or expenses arising out of any loss action taken against Sellers or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) Harv▇▇ ▇▇▇ertainment Assets by any Governmental or Regulatory Authority Authority; and (k) Any debts, claims, liabilities, obligations or expenses that arise out of, or are based upon, any action or inaction on the part of any Seller or any Affiliate of Sellers, including, without limitation, the Commission) prior breach of contract, negligence, willful misconduct, bad faith, violation of Laws or failure to take action that is required to be taken, whether or not such action or inaction related to the Transfer Time; and (viii) all other Liabilities Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business and whether or not such debt, claim, liability, obligation or expense arose prior to, on or after February 1, 2001, except for such actions alleging that this Agreement or the Acquisition constitutes an impermissible transfer of an Assigned Contract, if such Assigned Contract was identified as one for which consent was required, and Purchaser determined to consummate the Company other than the Assumed LiabilitiesAcquisition without such consent, in which case such debts, claims, liabilities, obligations or expenses shall be borne by Purchaser.

Retained Liabilities. All Except for the Assumed Liabilities, American shall not assume and shall not be liable or responsible for any Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paidInland Parties of any kind whatsoever, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): including: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or Liabilities relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Inland Parties, who were separated from employment prior to the Closing Date, including, but not limited to, Liabilities related to any obligation by American or its Subsidiaries to remedy any event or condition occurring or existing in connection with, or arising out of, the Business Manager Business or the Property Managers’ business as operated prior to the Closing Date; (ii) subject to Section 2.3, Liabilities relating to the Business Manager Employees and their eligible dependents and beneficiaries), including with respect Specified Property Managers Employees to employment the extent relating to or Benefit Plans, which accrued arising out of periods occurring on or prior to the Transfer TimeClosing Date, except including any severance or other payments or benefits paid or payable to the extent that any such liability is reflected on the Closing Balance Sheet as a current liability of the Business; Business Manager Employee or Specified Property Managers Employee; (iii) all Liabilities with respect relating to gaming chips and tokens issued by events or conditions occurring or existing in connection with, or arising out of, the Company (but not progressive meters)Business Manager Business or Property Managers’ business as operated prior to the Closing Date, except as provided otherwise herein; or the ownership, use, operation or sale prior to the Closing Date of any Business Manager Acquired Asset or Property Managers Acquired Assets; (iv) all Liabilities related to Benefit Plansfor Taxes of the Inland Parties, except including Taxes arising from or relating to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; Self-Management Transactions; (v) all Indebtedness any Liabilities in respect of any “defined benefit pension plan” (other than current accounts payable or accrued expenses as defined in Section 3(35) of ERISA), any plan subject to Section 412 of the Company incurred Code or accrued Section 302 of Title IV of ERISA, any “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA) or any post-employment life or health coverage maintained or contributed to by the ordinary course Inland Parties or any of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); their respective ERISA Affiliates; (vi) Liabilities under any Liability, whether currently in existence or arising hereafter, owed Existing Inland Benefit Plan (except as contemplated by the Company to any of its Affiliates; Section 5.2(a)); and (vii) all Liabilities related to any fines Liability relating to, or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitationarising out of, the Commission) prior to the Transfer Time; and (viii) all other Liabilities ownership or operation of any of the Company other than Excluded Assets) (collectively, the Assumed “Retained Liabilities”).

Retained Liabilities. All Liabilities The Seller shall retain and remain liable for and shall perform and discharge as and when due, and Buyer shall not assume, or be responsible or liable with respect to, any liabilities or obligations of the Company other than Assumed Liabilities Seller (the "RETAINED LIABILITIES") shall be retained and paidwhether known or unknown, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss whether absolute or liability of the Company of any nature or descriptioncontingent, whether liquidated or contingentunliquidated, whether accrued or unaccrued, whether due or to become due, and whether claims with respect thereto are asserted before or after the extent (aClosing) resulting from events which are not Assumed Liabilities, whether or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or not relating to the Excluded Acquired Assets (including those items identified as collectively the “Retained Liabilities”). The Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (includingshall include, without limitation, the Commissionfollowing: (a) all liabilities and obligations of and/or on behalf the Seller for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement; (b) all liabilities and obligations of the Seller under any Non-Assigned Contract or any other agreements, contracts, leases or licenses which are not Assumed Contracts; (c) except for liabilities and obligations expressly assumed by the Buyer pursuant to Section 3.1, all liabilities and obligations of the Seller arising prior to or on the Transfer Time; andClosing Date under the Assumed Contracts (viiid) all other Liabilities liabilities for any breach, act or omission by the Seller prior to or on the Closing Date under any Assumed Contract; (e) all liabilities and obligations related to the employees of the Company Seller engaged in the Business and retained by the Seller after the Closing Date; (f) all employee-related liabilities of the Seller accrued or arising out of actions, omissions or event occurring prior to or on the Closing Date, including, without limitation: (i) accrued salaries and wages, (ii) accrued vacation and sick pay, (iii) accrued payroll Taxes, (iv) withholdings, (v) charges of unfair labor practices, or (vi) discrimination complaints; (g) all liability and obligation of Seller for the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA to employees of the Seller, including employees who accept temporary employment with the Buyer pursuant to Section 8.6; (h) all liabilities and obligations of the Seller pursuant to the Worker Adjustment and Retraining Notification Act (“WARN Act”), the California Worker Adjustment and Retraining Notification Act (Cal. Lab. Code § 1400) (“CA-WARN Act”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and all other than liabilities and obligations to pay severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay, incentive bonus pay related to the Assumed Liabilities.transactions contemplated by this Agreement or other benefits to any current or former employee of Seller whose employment is terminated upon the consummation of the transactions contemplated by this Agreement;

Retained Liabilities. All Liabilities The Seller and the Purchaser hereby acknowledge and agree that the Purchaser is not assuming and will not be liable or obligated pursuant to this Agreement, any instrument or document executed in connection with the Acquisition or otherwise, to pay, perform discharge or otherwise be responsible for any debts, liabilities or obligations of the Company Seller or any debts, liabilities or obligations arising out of, or related to, the Assets or the Business, whether accrued, absolute, contingent or otherwise, oral or written, disclosed or undisclosed, except the Assumed Liabilities, and all such debts, liabilities and obligations other than the Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities") shall be retained will remain the responsibility and paidobligation of the Seller. Without limiting the generality of the foregoing, performed and discharged when due by the Company and Parent (PROVIDED, it is expressly agreed that the Company shall have the ability to contestPurchaser will neither assume nor incur any liabilities or obligations based on, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08);connection with: (iia) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries)litigation, including with respect to employment or Benefit Planswarranty claims, which accrued on or prior to the Transfer Timeactions, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters)proceedings, except as provided otherwise herein; (iv) all Liabilities related to Benefit Planssuits, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of businessdamages, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheetlosses, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liabilityliabilities, whether currently in existence or arising hereafterobligations, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority judgments, costs (including, without limitation, reasonable costs of investigation and attorneys' fees and disbursements), expenses or other claims (collectively, "Damages") based on violation of any Environmental Law (as defined herein) or any Damages associated with or relating to the Commission) Assets or the Business arising out of, connected with or otherwise attributable to, actions or omissions or conditions that accrued, occurred or were incurred or in existence, as the case may be, prior to the Transfer Time; andClosing; (viiib) any and all federal, state, local and foreign income, profits, franchise, gross receipts, payroll, sales, employment, use, property, withholding, excise and other Liabilities taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts (collectively, "Taxes"), which accrued prior to Closing; (c) any liabilities accruing on or prior to, or relating to periods before, the Closing, with respect to any employee benefit plan, bonus or profit-sharing plan, or any other Seller Plan or group health plan (including, without limitation, health claims or benefits accrued but unpaid prior to Closing), employment agreement, or employee policies and procedures or any claims for wages or other compensation, vacation pay, holiday pay or for severance arising out of alleged or actual employment loss; (d) any indebtedness of the Company other than Seller existing or created on or prior to the Assumed LiabilitiesClosing Date; (e) any liabilities, obligations or expenses of the Seller for any broker's or finder's commission or similar fees relating to this Agreement or any of the transactions contemplated hereby; (f) any liabilities or obligations of the Seller arising from, or incurred in connection with, the negotiation, preparation or execution of this Agreement or the transactions contemplated hereby, including fees and expenses of counsel; or (g) subject to the Purchaser's obligations under Section 8.6, any Damages (i) incurred or otherwise accrued or attributable to time periods ending on or before the Closing, (ii) arising out of, or connected to, actions taken (or omissions committed) by the Seller prior to the Closing or (iii) with respect to work performed (or to be performed) or services rendered (or to be rendered) by the Seller, prior to, the Closing, including, without limitation, liabilities or obligations arising out of any failure by the Seller to perform any contract, commitment or arrangement, including any Customer Contract, in accordance with its terms, prior to the Closing.

Retained Liabilities. All Liabilities Notwithstanding any provision of this Agreement or any Collateral Agreement (as defined in Section 8.11) and regardless of any disclosure to Purchaser, Purchaser shall not assume and Sellers shall retain all liabilities and obligations of Sellers and their Affiliates (a) under the Amended and Restated Credit Agreement, dated as of September 30, 1998, by and among Seller, Morg▇▇ ▇▇▇ranty Trust Company of New York and The Chase Manhattan Bank, as agents, and the other banks party thereto, as amended, (b) under the Indenture, dated as of June 29, 1999, by and between Seller and The Bank of New York, as trustee, (c) for Taxes arising out of the Company operation of the Business or the ownership of the Acquired Assets prior to the Closing other than the Assumed Liabilities Liabilities, (d) relating to the "RETAINED LIABILITIES") shall be retained and paidRetained Assets, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (ie) except to the extent any such liability is specifically assumed by Purchaser pursuant to Section 1.3 of this Agreement, that are not items included in current liabilities or are items which are current liabilities that are not consistent with past practices, (f) which relate to claims and litigation, including worker's compensation claims, or are current liabilities of types or categories not reflected on the Closing Date Reference Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer TimeSheet, except to the extent that such liability is reflected on specifically assumed by Purchaser pursuant to Section 1.3 of this Agreement, (g) except to the Closing Balance Sheet as a current liability extent specifically assumed by Purchaser pursuant to Section 1.3 of this Agreement, in respect of the Business; (iii) all Liabilities with respect to gaming chips lawsuits, actions, proceedings and tokens issued by the Company (but not progressive metersclaims pending or threatened, including, without limitation, those set forth on Exhibit 1.4(g), except as provided otherwise herein; (ivh) all Liabilities related relating to Benefit any fees and expenses owed to Lazard Freres & Co., LLC, (i) in respect of employees of any Seller or its Affiliates or Plans, except to the extent specifically assumed by Purchaser pursuant to Section 4.3, (j) that such liability is reflected on are not expressly Assumed Liabilities, (k) that are Contingent Obligations of each Seller, (1) that are fees and expenses incurred by each Seller in connection with the Closing Balance Sheet as a current liability Bankruptcy Case, the Heinz Agreement, the transactions contemplated by this Agreement or any Alternative Transaction including, but not limited to, fees and expenses of attorneys, accountants, financial and other advisors, consultants, agents and other representatives or the Expense Reimbursement and Break-Up Fee under the Heinz Agreement, (m) that are liabilities, obligations and commitments of each Seller for Indebtedness, including any related principal, accrued interest, prepayment penalties, late charges, and collection fees, (n) that are liabilities, obligations and commitments of each Seller for any damage claims arising from the rejection under Section 365 of the Business; Bankruptcy Code of any executory or unexpired Contracts, (vo) all Indebtedness that are liabilities, obligations and commitments of each Seller for consequential damages, punitive damages, or exemplary damages however caused, whenever or wherever arising, or to whomsoever owed, (other than current accounts payable p) that are liabilities, obligations and commitments of each Seller for any pre- or accrued expenses of the Company incurred post-petition claims for fees, interest, late fees, charges, penalties, court costs or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) attorneys fees claimed by any Governmental party, or Regulatory Authority by any creditor, including any Person asserting such claims under any Contract, (includingq) that are liabilities, without limitationobligations and commitments of each Seller for any matter retained by a Seller under Section 4.3, the Commissionincluding severance or retention agreement or plan of a Seller and (r) prior to the Transfer Time; that are liabilities, obligations and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities of Buyer shall not assume or be obligated to pay, perform or otherwise discharge the Company other than Assumed Liabilities following liabilities or obligations (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability liabilities and obligations of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or Seller primarily relating to the Excluded any Retained Assets (including those items identified other than as Retained Liabilities in SECTION 1.08contemplated by Section 2.03(a)(x)); (ii) any loss or liability relating to current or former employees payment obligations of the Business (and their eligible dependents and beneficiaries)Seller, including with respect to employment under Contracts, for goods delivered or Benefit Plans, which accrued on or services rendered prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate; (iii) all Liabilities (A) any Environmental Liability of Seller arising out of or in connection with the transportation, storage, Release, threatened Release or recycling of, or arrangement for such activities with respect to, Hazardous Substances at or to gaming chips any Off-Site location, prior to the Closing Date, (B) any Environmental Liability of Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date from the Seller Facilities or otherwise originating from, or relating to, any equipment owned or used by Seller that is located on Buyer Real Estate, (C) all liabilities and tokens issued by obligations of Seller arising out of or in connection with matters set forth on Schedule 2.03(b)(iii)(C) and (D) any liabilities and obligations relating to Auctioned Assets under the Company (but not progressive meters)Seller Consent Orders, except as provided otherwise hereinAssumed Consent Order Obligations; (iv) all Liabilities related to Benefit Plansany monetary fines (excluding (A) natural resource damages, except to the extent that such liability is reflected on the Closing Balance Sheet as (B) cleanup or remediation costs and (C) other costs of a current liability of the Business; (vsimilar nature) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than imposed by a Governmental Authority to the extent arising following out of or relating to acts or omissions of Seller in respect of the Transfer Time under Contracts that constitute Assets)Auctioned Assets prior to the Closing Date; (A) all wages, overtime, employment taxes, severance pay, transition payments, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferring Employees to the extent arising or accruing prior to the Closing Date and (B) all other liabilities and obligations with respect to the Transferring Employees for which Seller is responsible pursuant to Article IX; (vi) (A) any Liabilityliabilities and obligations (other than any Environmental Liabilities which are Assumed Obligations) in respect of any personal injury or property damage claim relating to the Generating Plants or Gas Turbines or (B) any liabilities and obligations in respect of any discrimination, whether currently wrongful discharge or unfair labor practice claim by any Transferring Employee, in existence the case of each of the foregoing clauses (A) and (B), to the extent arising out of or arising hereafter, owed by relating to acts or omissions of Seller prior to the Company to any of its AffiliatesClosing Date; (vii) all Liabilities related to any fines or penalties imposed against the Company (or liabilities and obligations, with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) period prior to the Transfer TimeClosing Date, for the Prorated Items, calculated as set forth in Section 2.03(a)(viii); (viii) any liabilities and obligations in respect of Taxes (other than Prorated Items) attributable to the Auctioned Assets arising or accruing during taxable periods (or portions thereof) ending before the Closing Date, including Income Taxes attributable to income realized by Seller pursuant to the transactions contemplated by this Agreement; (ix) any liabilities and obligations arising after the date of this Agreement in respect of which Seller has provided pursuant to Section 7.01(d)(ii) that such liabilities and obligations shall not be assumed or retained by Buyer; (x) any liabilities and obligations in respect of damage to property or personal injury or death relating to, resulting from or arising out of any property, machinery, equipment, facilities or systems from time to time owned by Seller or its Affiliates subject to the Ancillary Agreements or employed by Seller in connection with the performance of the Ancillary Agreements ("Seller Assets"), regardless of whether the property damage or personal injury is caused by a Seller Indemnitee or a Buyer Indemnitee; and (viiixi) all other Liabilities any liabilities and obligations under the Ancillary Agreements in respect of the Company other than the Assumed LiabilitiesRetained Assets.

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

Retained Liabilities. All Notwithstanding anything to the contrary set forth in Section 2.4, the J&J Divesting Entities shall retain and be solely responsible for, and Purchaser shall not assume or in any way become liable for, the following Liabilities of relating to the Company other than Assumed Liabilities Business (the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (a) all Environmental Liabilities, other than Liabilities referred to in Section 2.4(g); (b) all Liabilities to suppliers or other third parties for materials and services incurred prior to or at the Closing, other than Liabilities referred to in Section 2.4(c); (c) all Liabilities arising out of or relating to the return of any Product sold prior to the Closing Date (provided that Purchaser agrees that it shall not initiate or encourage any such returns outside what is customary in the trade without J&J's prior written consent); (d) all Liabilities to the extent related to the Excluded Assets; (e) all Liabilities of any J&J Divesting Entity to any other J&J Divesting Entity; (f) all Liabilities with respect to any current or former employee of J&J or any of its Affiliates; (g) all Liabilities related to (i) Income Taxes and other Taxes related to the Business, other than Liabilities referred to in Section 2.4(g), and (ii) except to the extent any such liability is reflected on provided under Section 2.9(a), Transfer Taxes attributable to the Closing Date Balance Sheet as a current liability transfer of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, Purchased Assets pursuant to this Agreement; and (h) except to the extent specifically assumed by Purchaser pursuant to clauses (a) resulting from events or conditions through (f) of Section 2.4, all other Liabilities (including Liabilities for any rebates in respect of Products in excess of $100,000 in the aggregate, but excluding Environmental Liabilities, which occurred or existed prior are the subject of clause (a) above, and Liabilities related to Taxes, which are the Transfer Time, or subject of clause (bg) above) arising out of or relating to the Excluded Assets (Products, the Business or the Purchased Assets, including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss the use, ownership, possession, operation, occupancy, sale or liability relating to current or former employees lease of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of businessPurchased Assets, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company Liabilities are attributable to any of its Affiliates; (vii) all Liabilities related to any fines action, omission, performance, non-performance, event, condition or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) circumstance prior to or at the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing.

Retained Liabilities. All Notwithstanding anything to the contrary in Section 2.6, Purchaser and its Affiliates are assuming only the Assumed Liabilities and shall not assume any other Liabilities of Seller or any other Seller Entities or the Company other than Assumed Purchased Companies, including the following Liabilities (the "RETAINED LIABILITIES") “Retained Liabilities”), all of which the Seller and the other Seller Entities shall retain and shall be retained responsible for paying, performing and paiddischarging when due, performed and discharged when due by the Company Seller expressly understands and Parent (PROVIDED, agrees that the Company shall have Retained Liabilities shall, as applicable, be transferred out of the ability Purchased Companies prior to contestthe Closing, notwithstanding any other provision of this Agreement: (a) Except as set forth in good faithSection 2.6(l), any such claim Indebtedness; (b) Any and all Closing Accounts Payable; (c) Liabilities for which Seller or any of liability asserted in respect thereof by any Person its Affiliates (other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon the Purchased Companies) expressly has responsibility pursuant to this Agreement or any other Transaction Document; (d) Liabilities to the extent relating to or arising out of the Excluded Assets):; (e) Liabilities with respect to any rebate, discount, credit or similar Liabilities related to Products that were sold prior to the Closing Date; (f) Except as set forth in Section 2.6(h) or Section 5.8, Liabilities (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss arising at or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer TimeClosing in respect of Transferred Business Employees and Represented Transferred Business Employees, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment Nonrepresented Employees who do not become Transferred Business Employees, (iii) with respect to Represented Employees who do not become Represented Transferred Business Employees, (iv) relating to or arising under any Benefit Plans, which accrued Plan or Other Multiemployer Plan or (v) relating to or arising under any Represented Employee Multiemployer Plan with respect to periods ending on or prior to the Transfer TimeClosing Date, except including Liabilities for benefits earned by current and former employees of Seller and its Affiliates through the Closing Date; (g) Any and all Liabilities for Taxes for which Seller is responsible pursuant to Article VII; (h) Liabilities of the Purchased Companies other than the Purchased Company Liabilities; (i) Corporate-level Liabilities of Seller and its Affiliates that are related to the extent that such liability is reflected on the Closing Balance Sheet Seller group as a current liability of whole or Seller businesses other than the Business, such as class action lawsuits against Seller that are not Related to the Business; (iiij) All Liabilities of Seller or any of its Affiliates for costs and expenses in connection with the negotiation, execution and performance of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including any fees, costs and expenses of or payments to counsel, investment bankers, accountants and other experts and all Liabilities transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments made or due (or to become due) to any Person as a result of the execution of this Agreement or in connection with respect to gaming chips and tokens issued the transactions contemplated by this Agreement (including the Company (but not progressive metersemployer portion of any payroll, social security, unemployment or similar Taxes), except as provided otherwise herein; (ivk) all All Liabilities related relating to Benefit Plansor arising under any Shared Contract, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of not related to the Business; (vl) Subject to Section 5.18, all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only Liabilities relating to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than Transition Product Assets arising prior to the extent arising following date on which such Transition Product Assets are delivered into the Transfer Time under Contracts that constitute possession of Purchaser or one of its Affiliates (including costs of maintenance and storage of such Transition Product Assets); (vim) any LiabilityLiabilities (including Liabilities arising under or relating to Environmental Laws, whether currently in existence Environmental Permits or arising hereafter, owed by the Company Hazardous Materials) with respect to any formerly owned, leased or operated businesses, operations, products, assets or properties of its Affiliates; the Business, the Seller Entities (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business Business) or any Asset) by any Governmental the Purchased Companies, including those for which a current or Regulatory Authority (includingfuture owner, without limitationlessee or operator of the Purchased Assets, the CommissionAssumed Liabilities or the Business may be alleged to be responsible as a matter of Law, Contract or otherwise; (n) prior to Any and all Liabilities set forth on Section 2.7(n) of the Transfer TimeSeller Disclosure Schedules; and (viiio) all other Liabilities resulting from any Collective Bargaining Agreement with respect to periods ending on or prior to the Closing Date, including Liabilities for benefits earned by or accrued with respect to current and former employees of Seller and its Affiliates through the Company other than Closing Date (regardless of when such Liabilities arise). Seller and Purchaser acknowledge and agree that neither Purchaser nor any of its Affiliates (including the Assumed Purchased Companies) will be required to assume or retain any Retained Liabilities.

Retained Liabilities. All Liabilities (a) Anything in this Agreement or any of the Transaction Documents to the contrary notwithstanding, neither Purchaser nor the Specified Designee will assume or be bound by or be obligated or responsible for (i) any duties, responsibilities, commitments, expenses, 4 4 obligations or liabilities of any kind or nature (fixed or contingent, known or unknown, whether arising prior to or after the Closing) (collectively, "Liabilities") (x) of the Company other than Assumed Liabilities or any of its Subsidiaries, actual or asserted, or (y) which may be asserted against or imposed upon Purchaser or the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due Specified Designee as a successor or transferee of the Company or as an acquirer of the Acquired Assets or as a result of the Excluded Assets or the conduct by the Company and Parent (PROVIDEDits Subsidiaries of their business at any time prior to or on the Closing Date, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliatesthe Assumed Obligations (the "Retained Liabilities") or (ii) without limitation of the foregoing, so long as such contest does not result in a Lien upon any of the Assets):following: (i1) except to any Liability of the extent Company or any such liability is reflected on of its Subsidiaries as of the Closing Date Balance Sheet arising out of, in connection with or as a current liability result of the Businessownership or operation of the Acquired Assets by the Company or any of its Subsidiaries, other than the Assumed Obligations; (2) any loss Liability (other than the Assumed Obligations) as of the Closing Date under or liability in respect of the Specified Contracts or any other Contract; (3) any Liability of the Company or any of any nature its Subsidiaries as of the Closing Date incurred under or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)any Law; (ii4) any loss or liability relating to current or former employees Liability of the Business Company or any of its Subsidiaries as of the Closing Date in respect of Taxes or under any Benefit Plan; (and their eligible dependents and beneficiaries)5) any Liability of the Company or any of its Subsidiaries in connection with the employment or termination of employment of any Person, including claims alleging failure to pay mandatory termination or severance fees and for costs and expenses (including attorney's fees) in connection therewith; (6) any Liability of the Company or any of its Subsidiaries with respect to employment any Contract that any of them have terminated or Benefit Plansattempted to terminate, which accrued on whether by the delivery of written notice or prior otherwise, or otherwise undertaken any effort or indicated an intention or desire to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessbe release from its obligations thereunder; (iii7) all Liabilities any Liability of the Company or any of its Subsidiaries with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any lease or other use of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Timereal property; and (viii) all other Liabilities 8) any Liability of the Company other than the Assumed Liabilitiesor any of its Subsidiaries set forth in EXHIBIT 2.4.

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") Neither ARI nor Sub is assuming, and neither shall be retained and paidliable for, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): following liabilities or obligations of MCM (icollectively, the "Retained Liabilities") except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability and none of the Business, any loss following liabilities or liability obligations shall be Assumed Liabilities for purposes of the Company of any nature or description, whether liquidated or contingent, to the extent this Agreement: (a) resulting any liabilities or obligations of MCM under the CAW Agreement; (b) any liabilities or obligations of MCM relating to the Georgetown Location; (c) any liabilities or obligations of MCM relating to any Taxes arising from events or conditions which occurred or existed related to any period prior to the Transfer Timedate hereof, including, any sales taxes due or (b) arising out to become due with respect to sales of or relating Inventory by MCM prior to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)date hereof; (iid) any loss liabilities or liability obligations of MCM in respect of salary or commissions payable to MCM's employees prior to the date hereof, including the payment of any amounts payable to hourly employees for services performed prior to the date hereof (it being agreed that, except for the foregoing, Sub shall assume and be solely responsible for the payment of all liabilities and obligations relating to current or former employees regular and quarterly bonuses, commissions, accrued vacation and other employee compensation and benefits, regardless of the Business (and their eligible dependents and beneficiaries), including with respect whether such amounts relate to employment or Benefit Plans, which accrued periods on or prior to the Transfer Timedate hereof); (e) any liabilities or obligations of MCM related to the Excluded Assets or which are not Assumed Liabilities; and (f) any liabilities or obligations of MCM under the Confidentiality Agreement, this Agreement or under any other agreement between or among MCM, ARI and/or Sub entered into on or after the date of this Agreement. MCM hereby acknowledges that it is retaining the Retained Liabilities and MCM shall pay, discharge and perform all such liabilities and obligations promptly when due, except to the extent contested by MCM in good faith (provided that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect liabilities and obligations shall continue to gaming chips and tokens issued by the Company (but not progressive metersbe Retained Liabilities), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Notwithstanding anything to the contrary set forth in this Agreement, the Purchasers shall not assume any of the Retained Liabilities. For purposes of this Agreement, the “Retained Liabilities” are the Liabilities of any of the Asset Sellers or any of the Business Subsidiaries (as between the Sellers, on the one hand, and the Purchasers and Business Subsidiaries, on the other hand) whether or not reflected or reserved for in the Financial Statements and whether or not the subject of any disclosure pursuant to any Disclosure Schedule, which are not Assumed Liabilities. Without limiting the foregoing, the Retained Liabilities include the following Liabilities of the Company other than Assumed Liabilities (Asset Sellers and the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):Business Subsidiaries: (i) except All Liabilities, whether direct, indirect or derivative and under whatever Law or theory alleged or asserted with respect to (A) the presence, Release or exposure of any Person to any Hazardous Materials existing or occurring as of or prior to the extent Closing at, from, in, to, on, or under any Site and the continuation of such liability is reflected on presence, Release of or exposure to Hazardous Materials after the Closing Date Balance Sheet as a current liability until cured by Sellers (subject to Section 14.08); (B) the transportation, treatment, storage, handling, or disposal or arrangement for transportation, treatment, storage, handling or disposal of any Hazardous Materials by or on behalf of any of the BusinessBusiness Subsidiaries or the Asset Sellers, any loss or liability of the Company predecessors of any nature Business Subsidiary or description, whether liquidated the Asset Sellers or contingent, any entities previously owned by any Business Subsidiary or the Asset Sellers at or to the extent (a) resulting from events or conditions which occurred or existed any off-Site location prior to the Transfer Time, Closing; (C) any violation of Environmental Law by any Business Subsidiary or the Asset Seller at or prior to the Closing and the continuation of any such violation of Environmental Law after the Closing Date until cured by Sellers (subject to Section 14.08); or (bD) arising out asbestos or asbestos containing materials or products manufactured, processed, handled, distributed, sold, marketed or disposed of by or relating on behalf of the Sellers or their respective current or former Affiliates, the Business Subsidiaries, the Business or their respective predecessors prior to the Excluded Assets Closing (including those items identified the Liabilities referred to in this Section 2.02(b)(i) shall be referred to as Retained Liabilities in SECTION 1.08Environmental Liabilities); (ii) Product Liability Obligations and Recall Obligations arising from, or related to, any loss products or liability relating to current or former employees services of the Business (and their eligible dependents and beneficiaries)sold, including with respect to employment distributed or Benefit Plans, which accrued on or performed prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessClosing; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinextent relating to any Excluded Asset; (iv) all Liabilities Warranty Obligations arising from, or related to Benefit Plansany products or services of the Business sold, except distributed or performed prior to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessother than any Warranty Obligations referred to in Section 2.02(a)(viii); (v) all Indebtedness Liabilities to ARM or any of its Affiliates other than the Business Subsidiaries including the Excluded Intercompany Payables (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only those which constitute Assumed Liabilities after giving effect to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assetsprovisions of this Section 2.02(b)); (vi) All Liabilities in respect of which Sellers have an indemnity obligation under Article XII hereof (as determined prior to the application of any Liability, whether currently in existence estimated Tax or arising hereafter, owed by the Company to any of its Affiliatessimilar Tax payments or credits); 1- NY/2171027. (vii) all All Liabilities related to any fines or penalties imposed against the Company (or with respect relating to the Business or any AssetAnnounced Restructuring Actions and the Other Transaction Restructuring Actions; (viii) by any Governmental or Regulatory Authority All Liabilities listed in Section 2.02(b)(viii) of the Disclosure Schedules; (including, without limitation, the Commissionix) prior Debt and Expenses to the Transfer Timeextent not taken into account in the calculation of Debt and Expenses Reduction Amount and Base Total Purchase Price; and (viiix) all other All Liabilities of the Company other than Sellers under Article IX of this Agreement. Sellers shall discharge the Assumed Retained Liabilities. Notwithstanding the foregoing, but subject to Articles XII and XIV, Sellers shall be entitled to resist, contest, litigate, arbitrate, or otherwise dispose of the Retained Liabilities in their discretion.

Retained Liabilities. All Liabilities (a) Notwithstanding anything to the contrary contained in this Agreement, other than the Assumed Liabilities, BOCO US and its Affiliates shall not have any liability or obligation with respect to, shall not assume or agree to pay, perform or discharge, and shall not be deemed by virtue of the Company other than Assumed Liabilities (execution and delivery of this Agreement or any document delivered at the "RETAINED LIABILITIES") shall be retained and paidClosing pursuant to this Agreement, performed and discharged when due by or as a result of the Company and Parent (PROVIDEDconsummation of the Transactions, that the Company shall to have the ability assumed, or to contesthave agreed to pay, in good faithperform or discharge, any liability or obligation of the Sellers, whether primary or secondary, direct or indirect, known or unknown, asserted or unasserted, due or to become due, accrued, absolute, contingent or otherwise, and whether arising prior to the Closing Date (such claim of liability asserted in respect thereof Liabilities not assumed by any Person other than Purchaser BOCO US and its Affiliates, so long are collectively referred to as such contest does the “Retained Liabilities”). The “Retained Liabilities” shall include, to the extent that they are not result in a Lien upon any of Assumed Liabilities, the Assets):following: (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability all Liabilities of the BusinessSellers, or any loss member of any consolidated, affiliated, combined or liability unitary group of which Seller or any of its Subsidiaries is or has been a member, for Taxes (including any Liability for Taxes relating to any of the Company Purchased Assets, or the ownership, control, lease or license of any nature or description, whether liquidated or contingent, to of the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08Purchased Assets); (ii) any loss or liability relating to current or former employees all Liabilities of the Business (and their eligible dependents and beneficiaries), including with respect Sellers arising pursuant to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Businessthis Agreement; (iii) all Liabilities with respect and obligations of the Sellers arising under the Sellers’ employee benefit plans or relating to gaming chips payroll, vacation, sick leave, workers’ compensation and tokens issued by the Company (but not progressive meters), except as provided otherwise hereinunemployment benefits of any kind; (iv) all Liabilities related to Benefit Plansof the Sellers in connection with any claims, except actions, suits, audits, inquiries, proceedings by any Governmental Authority or third party (including any stockholders of the Sellers, whether brought directly, derivatively or otherwise, but not including any Liabilities arising solely from the ownership, control, license or use of the Purchased Assets by or on behalf of BOCO US or any of its Affiliates following the Closing), including any claims, actions, suits, audits, inquiries, proceedings arising as a result of or relating to the extent that such liability is reflected on entry into the Closing Balance Sheet as a current liability Agreement or the consummation of the BusinessTransactions; (v) all Indebtedness (other than current accounts payable or accrued expenses Liabilities of the Company Sellers relating to, arising out of or incurred or accrued in connection with any of the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Excluded Assets); (vi) all Liabilities of the Sellers arising under any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliatesenvironmental Law; (vii) all Liabilities related to of the Sellers arising as a result of violations of any fines or penalties imposed against the Company (or with respect to the Business or any Asset) Laws by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andSellers; (viii) all other Liabilities of the Company Sellers for Indebtedness; (ix) all Liabilities arising out of or resulting from any breach by the Sellers under any Key Products IP Contracts prior to the date on which any such Key Products IP Contract is transferred by the Sellers to BOCO US in accordance with the terms of this Agreement; and (x) all Liabilities arising out of or related to any broker’s, finder’s, advisory or other than similar fee or commission, or the Assumed Liabilitiesreimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of the Sellers. (b) The Sellers shall pay, discharge and perform all of the Retained Liabilities when due.

Retained Liabilities. All Liabilities Except for the Assumed Liabilities, Buyer shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any Liability of Seller of any kind, character or description whatsoever. Without limiting the generality of the Company other than foregoing, to the extent not included in the Assumed Liabilities (the "RETAINED LIABILITIES") Liabilities, Buyer shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):assume: (i) any Indebtedness of Seller arising before the Closing Date, except to the extent any such liability is as reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)Financial Statements; (ii) any loss Liability for trade payables of Seller arising or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or accruing prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the BusinessDate; (iii) all Liabilities with respect to gaming chips and tokens issued by any Environmental Claim arising before the Company (but not progressive meters), except as provided otherwise hereinClosing Date; (iv) all Liabilities any Liability related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability businesses of Seller other than the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only any Liability related to the extent that the accrual for such payables and expenses has been properly reflected Lease Agreements listed on Schedule 2.23 arising before the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)Date; (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company Liability related to any of its AffiliatesSeller Indebtedness; (vii) all Liabilities any Liability related to any fines Seller's employment or penalties imposed against termination of the Company (Transferred Employees or with respect Seller Benefit Plan, including but not limited to claims relating to wages, compensation, severance pay, sick or vacation leave, disability benefits, pension benefits, retirement benefits, other employee benefits or arising under the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andWARN Act; (viii) any Liability for infringement, misappropriation or violation of any Intellectual Property Rights arising before the Closing Date; (ix) any Liability for Taxes with respect to Seller, Shareholder, the Purchased Assets or the Business relating to periods on or prior to the Closing Date; (x) any Liability for refunds payable to third party payors and other covered persons under the Assumed Contracts ("REFUNDS PAYABLE") arising from the Ordinary Course of Business before the Closing Date (collectively, subparagraphs (i) and all other Liabilities others through (xiii) are the "RETAINED LIABILITIES"). Seller shall discharge in a timely manner or shall make adequate provision for all of the Company other than the Assumed Retained Liabilities.

Retained Liabilities. All Liabilities Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the Company execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities to the extent specifically provided in Section 2.1, including without limitation those set forth below (such liabilities and obligations retained by Seller being referred to herein as the "RETAINED LIABILITIESRetained Liabilities"): (a) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability all obligations or liabilities of Seller or any predecessor or Affiliate of Seller which relate to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Excluded Assets):; (ib) all obligations or liabilities of Seller or any predecessor or Affiliate of Seller relating to Taxes (as defined in Section 5.1.25) for all periods, or portions thereof, except for Taxes included in the Assumed Liabilities pursuant to Section 2.1; (c) all obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller in connection with, resulting from or attributable to the extent transactions contemplated by this Agreement; (d) all obligations or liabilities for any such liability is reflected borrowed money incurred with respect to the Business prior to the Closing Date; (e) all liabilities and obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business or ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to or on the Closing Date Balance Sheet as a current liability Date, including without limitation such of the Businessforegoing as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation or requirement of any loss domestic or liability foreign statute, law, ordinance, rule or regulation ("Law") of any domestic or foreign court, government, governmental agency, authority, entity or instrumentality ("Governmental Entity"), or which relate to, result in or arise out of the Company existence or imposition of any nature liability or descriptionobligation to remediate or contribute or otherwise pay any amount under or in respect of any environmental, whether liquidated superfund or contingentother environmental cleanup or remedial Laws, to the extent (a) resulting from events occupational safety and health Laws or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)other Laws; (iif) Subject to Section 9.2, all claims for severance, other employee benefits (including without limitation benefits mandated by Law) or other compensation or damages by or on behalf of any loss employees (present or liability relating to current or former employees of the Business (and their eligible dependents and beneficiariesformer), agents or independent contractors of Seller or by or on behalf of any Governmental Entity in respect of employees (present or former), agents or independent contractors of Seller involving any alleged employment loss, violation of any Law or termination of employment actually or constructively (by operation of Law or pre-existing Contract, including without limitation any liability for severance), all liabilities and obligations of Seller or any predecessor or Affiliate of Seller with respect to employees (present or former), agents or independent contractors of Seller under Employee Plans and any Pension Plan, or in respect of payments for unemployment compensation or unemployment insurance, all liabilities and obligations with respect to physical, mental or other health conditions of employees (present or former) including incurred but not reported medical and dental liability claims, agents or independent contractors of Seller existing prior to or at the Closing and all other obligations in respect of employees (present or former), agents or independent contractors of Seller relating to periods of employment or Benefit Plans, which accrued ending on or prior to the Transfer Time, except to the extent Closing Date; (g) all liabilities and obligations in respect of liabilities that such liability is reflected are classified as "Stock Bonus/Investment Growth" on the Closing Balance Sheet as a current liability balance sheet of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viiih) all other Liabilities liabilities and obligations in respect of liabilities that are classified as "Officer Bonus" on a balance sheet of the Company other than the Assumed LiabilitiesBusiness.

Retained Liabilities. All Liabilities Except to the extent expressly assumed pursuant to Section 2.3 above, the Buyer does not assume and shall not be liable for any debt, obligation, responsibility or liability of any Seller, or any Affiliate of any Seller, or any claim against any of the Company other than Assumed Liabilities foregoing, whether known or unknown, contingent absolute or otherwise (collectively, the "RETAINED LIABILITIES") shall be retained and paid). Without limiting the foregoing sentence, performed and discharged when due by the Company and Parent (PROVIDED, that the Company Buyer shall have the ability to contest, in good faith, any such claim of liability asserted in no responsibility with respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on following, whether or not disclosed in the Closing Date Base Balance Sheet as or a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent schedule hereto: (a) resulting any liabilities and obligations related to or arising from events transactions among any or conditions which occurred all of the Sellers, any Principal Stockholder or existed prior to any Affiliate of the Transfer Time, or Sellers; (b) any liabilities and obligations for Taxes of any kind arising, or with respect to any period of time, before the Closing, including the Transfer Taxes; (c) any liabilities or obligations of any kind arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees indebtedness of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is Sellers not reflected on the Closing Base Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vid) any Liability, whether currently in existence liabilities and obligations for damage or arising hereafter, owed by injury to person or property based upon events occurring prior to the Company to any of its AffiliatesClosing Date; (viie) all Liabilities related any liabilities and obligations to any fines or penalties imposed against employees of the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority Sellers (including, without limitation, the CommissionKey Employees and any other employee of Sellers hired by Buyer), not reflected on the Base Balance Sheet or the Closing Balance Sheet, for accrued pay, accrued vacation, or obligations related to or resulting from severance of employment by the Sellers or the consummation by the Sellers of the transactions contemplated hereby; (f) any liability relating to or arising from an Employee Benefit Plan, including liabilities to employees of Sellers for accident, disability or workers compensation insurance or benefits; (g) all liabilities and obligations arising prior to the Transfer TimeClosing Date under the Acquired Contracts; and (viiih) liabilities incurred by any Seller in connection with this Agreement and the transactions provided for herein, including counsel and accountant's fees, filing fees and expenses related to any Seller's performance of its obligations hereunder; and (i) all other Liabilities liabilities and obligations arising out of or relating to (i) Proceedings pending, or Proceedings known by Sellers to be threatened, as of the Company other than Closing Date, against or otherwise involving any of the Assumed LiabilitiesSellers or any of the officers, directors, former officers or directors, employees, shareholders or agents of any of the Sellers (in their capacities as such); including, without limitation, those Proceedings listed on SCHEDULE 4.20 hereto; (ii) outstanding Court Orders to which any of the Sellers is a party or by which any of he Purchased Assets is bound, and (iii) any Proceedings, whether commenced or threatened prior to or after the Closing Date and with or without the knowledge of the Sellers, or any Court Orders whether outstanding prior to or after the Closing Date, arising out of or relating to any of the Proceedings or Court Orders set forth in clauses (i) or (ii) hereof, but excluding in the case of items (i), (ii) and (iii) above, the kSARIA Proceeding.

Retained Liabilities. All The Seller Entities or their applicable Affiliates shall retain and be responsible for, and Purchaser shall not assume, the following Liabilities of Seller and its Affiliates (the Company “Retained Liabilities”): (a) Except as set forth in Section 2.6(h) and Section 2.6(j), any Indebtedness of the Seller Entities and their Subsidiaries; (b) Liabilities for which any Seller Entity (other than Assumed the Purchased Companies or their Subsidiaries) expressly has responsibility pursuant to this Agreement; (c) Liabilities to the extent arising out of or related to the Excluded Assets or Retained Businesses (including such Liabilities relating to or arising out of Environmental Law, but other than any Liabilities for which Purchaser or any of its Affiliates expressly has responsibility pursuant to the "RETAINED LIABILITIES") shall be retained terms of this Agreement or any Transaction Document, and paidother than Liabilities that are separately allocated pursuant to any other agreement or transaction related to such Excluded Assets between Seller or any of its Affiliates, performed on the one hand, and discharged when due by Purchaser or any of its Affiliates, on the Company and Parent (PROVIDEDother hand, that the Company shall have the ability including any commercial or other agreements unrelated to contestthis Agreement, as applicable), in good faitheach case, whether accruing or arising prior to, on or after the Closing; (d) Except as set forth in Article VI, Liabilities relating to or arising out of any such claim of liability asserted in respect thereof by any Person Seller Benefit Plan (other than Purchaser a Purchased Entity Benefit Plan) (for the avoidance of doubt, Liabilities relating to or arising out of any Purchased Venture Benefit Plan shall not be Retained Liabilities); (e) Except as set forth in Article VI or with respect to a Purchased Entity Benefit Plan, Liabilities related to the current and former employees of Seller and its Affiliates, so long as such contest does other than Business Employees and Former Business Employees (for the avoidance of doubt, Liabilities related to the Purchased Venture Employees or Former Purchased Venture Employees shall not result be Retained Liabilities under this clause (e)); (f) Liabilities for Excluded Business Taxes; (g) Liabilities arising out of or related to the Retained Litigation Matters, subject to the limitations set forth in a Lien upon Section 10.8; (h) All (w) fees, costs and expenses of brokers, finders, outside counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any of its Affiliates in connection with the Assets):negotiation, execution, performance or consummation of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, (x) fees, costs and expenses arising directly from the completion by Seller and its Affiliates of the Pre-Closing Restructuring Steps, (y) payments payable to any Business Employee or Former Business Employee as a result of the consummation of the Transaction pursuant to the completion bonus agreements identified on Section 2.7(h) of the Seller Disclosure Schedules (the “Completion Bonuses”) and the employer portion of any Taxes in respect of any such payments and (z) Liabilities related to the Seller equity compensation awards held by any Business Employee and Former Business Employee and the employer portion of any Taxes in respect of any such Liabilities; and (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) Liabilities arising out of or relating related to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed Reserve Liabilities.

Retained Liabilities. All Liabilities The representations, warranties, indemnities and agreements of Seller set forth in this Agreement and the Closing Documents shall survive for twelve (12) months after the Closing Date (the “Limitation Date”). Seller and Purchaser hereby agree that, notwithstanding any provision of this Agreement or any provision of law to the contrary, any action which may be brought for the untruth or inaccuracy of any representation or warranty by Seller or any indemnity or other obligation of Seller in this Agreement or in any of the Company other than Assumed Liabilities Closing Documents (the "RETAINED LIABILITIES"a “Claim”) shall be retained forever barred unless, no later than the Limitation Date, Purchaser (a) delivers to Seller a written notice of the Claim setting forth the basis for such Claim, and paid(b) files a complaint or petition against Seller alleging such Claim in an appropriate Federal district or state court and serves the same upon Seller, performed in which case the Limitation Date, as to such breach, shall be extended pending resolution of such complaint or petition. Notwithstanding anything to the contrary contained in this Agreement, any Claim that Purchaser may have at any time against Seller will not be valid or effective, and discharged when due by the Company and Parent (PROVIDED, that the Company Seller shall have no liability with respect thereto, unless all valid Claims exceed Twenty-five Thousand Dollars ($25,000) in the ability aggregate (the “Basket”); provided that, once such aggregate of all valid Claims exceeds the Basket, Purchaser shall be entitled to contestpursue and receive recovery of the full amount of such Claims, including the first $25,000 thereof. Seller’s liability for damages resulting from valid Claims shall in no event exceed (x) three percent (3%) of the Purchase Price in the aggregate for the first eight (8) months following the Closing Date and (y) for the next four (4) months following the Closing Date, two percent (2%) of the Purchase Price in the aggregate (the “Cap”), provided, however, in good faith, any such claim of liability asserted in no event shall the Basket or the Cap apply with respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): to: (i) except the broker representation set forth in Section 8.3, (ii) Seller’s re-proration obligations pursuant to Section 7.2, (iii) Seller’s fraud, and/or (iv) the extent payment of any such liability is reflected taxes that are Retained Liabilities. To secure Seller’s obligations hereunder, on the Closing Date Balance Sheet as a current liability of the BusinessDate, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting Seller shall deposit into escrow with Escrow Agent (or cause Escrow Agent to hold in escrow from events or conditions amounts otherwise payable to Seller hereunder), funds in an amount equal to $1,000,000.00, which occurred or existed prior to funds shall be held and disbursed in accordance with the Transfer Time, or Holdback Escrow Agreement and (b) arising out of or relating Seller shall cause Ashford Hospitality Limited Partnership, a Delaware limited partnership, to sign the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of joinder attached hereto. Until the Business Limitation Date (and their eligible dependents thereafter during the pendency of any claims of which Purchaser has notified Seller and beneficiariesinstituted a proceeding in accordance with the time period set forth above), including with respect such joinder is intended to employment or Benefit Plans, which accrued on or prior to secure payment for Seller’s obligations and covenants under this Section 10.15. The provisions of this Section 10.15 shall survive the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing.

Retained Liabilities. All The Liabilities shall remain the sole responsibility of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") and shall be retained and retained, paid, performed and discharged when due solely by the Company and Parent (PROVIDEDSeller. "Retained Liabilities" shall mean every Liability of Seller, that the Company shall have the ability including, but not limited to: any Liability arising out of or relating to contest, in good faith, any such claim products of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except Seller to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss manufactured or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed sold prior to the Transfer Effective Time; any Liability under any Seller Contract assumed by Buyer that arises after the Effective Time but that arises out of or relates to any Breach that occurred prior to the Effective Time; any Liability for Taxes, including (A) any Taxes arising as a result of Seller's operation of its business or ownership of the Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) any deferred Taxes of any nature; any Liability under any Contract not assumed by Buyer including any Liability arising out of or (b) relating to Seller's credit facilities or any security interest related thereto; any Environmental, Health and Safety Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) operation of Seller's business or Seller's leasing, ownership or operation of real property; any loss Liability under the Employee Plans or liability relating to current payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller's employees or former employees or both; any Liability under any employment, severance, retention or termination agreement with any employee of Seller or any of its Related Persons; any Liability arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyer; any Liability of Seller to any Shareholder or Related Person of Seller or any Shareholder; any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller; any Liability to distribute to any of Seller's shareholders or otherwise apply all or any part of the Business (consideration received hereunder; any Liability arising out of any Proceeding pending as of the Effective Time; any Liability arising out of any Proceeding commenced after the Effective Time and their eligible dependents and beneficiaries), including with respect arising out of or relating to employment any occurrence or Benefit Plans, which accrued on or event happening prior to the Transfer Effective Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability ; any Liability arising out of the Business; (iii) all Liabilities or resulting from Seller's compliance or noncompliance with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability any Legal Requirement or Order of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses any Governmental Body; any Liability of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time Seller under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business this Agreement or any Asset) by other document executed in connection with the Contemplated Transactions; and any Governmental Liability of Seller based upon Seller's acts or Regulatory Authority (including, without limitation, omissions occurring after the Commission) prior to the Transfer Effective Time; and (viii) all other Liabilities of the Company other than the Assumed Liabilities.

Retained Liabilities. All Liabilities of the Company other Other than Assumed Liabilities (the "RETAINED LIABILITIES") as expressly set forth in Section 1.3, Seller shall be retained maintain sole responsibility for, and paidsolely shall retain, performed pay, or perform any and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except all liabilities to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets operation of Seller’s Business prior to the Closing, including but not limited to (including those items identified as Retained Liabilities in SECTION 1.08); i) any breach or default by Seller under any Acquired Contract prior to the Closing; (ii) any loss liability of Seller related to any current or liability former company employees, officers, directors, independent contractors or consultants or existing human capital, such as temporary and assigned and contracted workers, including but not limited to any wage related claims for wages, accrued vacation, sick pay, back pay, leaves, etc., any employment practices claims, any claims relating to wrongful termination, whistleblower actions, employment law violations, harassment, injuries, death, employee benefits, etc.; (iii) any conduct or alleged conduct or negligence of any employee, agent or contractor of Seller occurring prior to Closing; (iv) any workers’ compensation program liabilities of Seller, including reserve, premium, deductibles and any and all other liabilities with respect to current or former employees workers’ compensation programs; (v) liabilities in respect of any of the Business Excluded Assets as well as any contracts that are not Acquired Contracts; (and their eligible dependents and beneficiaries)vi) liability for Taxes, including with respect to employment any Taxes arising as a result of Seller's operation of its Business or Benefit Plans, which accrued on or ownership of the Acquired Assets prior to the Transfer TimeClosing, except any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to the extent that such this Agreement, any employment Taxes paid or to be paid by Seller for any reason whatsoever, and any deferred Taxes of any nature; (vii) any liability is reflected on arising out of any Proceeding or investigation pending as of the Closing Balance Sheet as a current well as any liability arising out of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on any Proceeding or investigation commenced after the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following out of or relating to any occurrence or event happening prior to the Transfer Time under Contracts that constitute Assets); Closing; (viviii) any Liability, whether currently in existence liability to distribute to or arising hereafter, owed by the Company otherwise apply to any of its Affiliates; (vii) Seller's equity holders all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Assetpart of the consideration received in connection with the transactions contemplated hereby; (ix) any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby, including any liability of Seller for expenses incurred by Seller or its Affiliates in connection with this Agreement; (x) any Governmental liability of Seller based upon Seller’s acts or Regulatory Authority omissions occurring after the Closing; (includingxi) any client-specific or service-related liability of Seller including but not limited to discounts, without limitationrebates, the Commission) credits, refunds, penalties, surcharges, or referral fees accrued prior to the Transfer TimeClosing; and or (viiixii) all any other Liabilities of liability that is not an Assumed Liability (collectively, the Company other than the Assumed “Retained Liabilities”).

Retained Liabilities. All Liabilities Notwithstanding anything herein to the contrary, -------------------- Seller agrees that it shall retain, and acknowledges that Buyer has not agreed to pay, shall not assume and shall not have any liability or obligation with respect to, any and all liabilities and obligations of the Company Seller, whether fixed, absolute or contingent, material or immaterial, matured or unmatured, other than the Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities"). Without limiting the generality of the foregoing, Retained Liabilities shall include the following: (a) shall be retained All accounts payable, trade obligations and paid, performed notes payable that are owed to Parent or any Affiliate of Parent; (b) All liabilities and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted obligations for Taxes in respect thereof by any Person of the operation of the Business prior to the Closing Date; (c) All Environmental Liabilities; (d) All liabilities and obligations of Seller (other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon those that are expressly Assumed Liabilities) to any employee of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingentSeller, to the extent such liability or obligation arises during or as a result of such employee's employment by Seller, or arises under or in connection with any Contract or Seller Employee Benefit Plan; (ae) resulting from events All liabilities and obligations under Contracts and Licenses that are not assigned or conditions which occurred transferred to Buyer at the Closing pursuant to this Agreement and all liabilities and obligations under the Contracts listed on Schedule 3.2; ------------ (f) All liabilities and obligations of or existed prior incurred by Seller or any of its Affiliates to the Transfer Time, or extent relating to the Retained Assets; and (bg) All liabilities and obligations to the extent arising out of circumstances or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss events occurring or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued existing on or prior to the Transfer TimeClosing Date, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) Actions pending or threatened on or prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesClosing Date.

Retained Liabilities. All Liabilities Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the Company execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations other than the Assumed Liabilities (the "RETAINED LIABILITIESRetained Liabilities"). Without limitation, the Retained Liabilities shall include: (a) shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, all obligations or liabilities of Seller or any such claim Affiliate of liability asserted Seller in respect thereof by of the Contracts arising from or attributable to the period before Closing, except with respect to Promotional Payables up to the Agreed Amount; (b) all obligations or liabilities of Seller or any Person Affiliate of Seller in respect of trade payables, other than Purchaser accounts payable and its Affiliatesaccrued expenses, so long as such contest does not result in a Lien upon except with respect to Promotional Payables up to the Agreed Amount; (c) all obligations or liabilities of Seller or any Affiliate of Seller that relate to any of the Excluded Assets):; (d) all obligations or liabilities of Seller or any Affiliate of Seller that relate to Taxes arising from or attributable to the period before Closing; (e) all obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller or any Affiliate of Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement; (f) all obligations or liabilities of Seller or any Affiliate of Seller for any borrowed money, and all obligations or liabilities arising under any letter of credit or guaranty issued in connection therewith; (g) except for the Assumed Liabilities, all obligations or liabilities of Seller or any Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business by Seller, or the ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to the Closing, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, or violation of any legal requirement, contract or agreement by which Seller is bound; and (h) all obligations in respect of present or former employees or independent contractors of Seller or any Affiliate of Seller, including (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Businessclaims for severance, unemployment compensation or insurance, any loss employee benefits or liability of the Company other compensation or damages by or on behalf of any nature present or description, whether liquidated former employees or contingent, to the extent (a) resulting from events independent contractors of Seller or conditions which occurred by or existed prior to the Transfer Time, on behalf of any Governmental Authority in respect of present or (b) arising out former employees or independent contractors of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); Seller; (ii) all liabilities and obligations of Seller or any loss or liability relating Affiliate of Seller with respect to current present or former employees or independent contractors of the Business (Seller under any Plan; and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities liabilities and obligations with respect to gaming chips and tokens issued by the Company (but not progressive meters)physical, except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability mental or other health conditions of the Business; (v) all Indebtedness (other than current accounts payable present or accrued expenses former employees or independent contractors of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesSeller.

Retained Liabilities. All Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any Liabilities of the Company Sellers, other than those that are expressly assumed by Purchaser hereunder as Assumed Liabilities (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include the following Liabilities of Sellers: (a) shall be retained and paid, performed and discharged when due by the Company and Parent Liabilities (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser the Assumed Liabilities) incurred in the Ordinary Course of Business existing prior to the filing of the Bankruptcy Cases that are subject to compromise under the Bankruptcy Cases; (b) all Taxes of Sellers, and its Affiliatesall Taxes related to Sellers’ ownership or operation of the Purchased Assets or the Business, so long as such contest does not result except (i) those Taxes related to the ownership or operation of the Purchased Assets or the Business which are attributable to taxable periods or portions thereof beginning on or after the Closing and (ii) those Taxes specified in a Lien upon Section 3.3(d); (c) all Liabilities arising out of (but only to the extent relating to) any of the Excluded Assets): ; (id) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) all Liabilities arising out of or relating to the Excluded Assets Bonds; (including those items identified as Retained e) all Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (Sellers or any of their current or former Affiliates, other than Transferred Employees, and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by Transferred Employees arising prior to the Company (but not progressive meters)Closing Date, except as may otherwise be provided otherwise herein; in Article IX or that are agreed to between Purchaser and the respective Union; (ivf) all Liabilities related relating to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness any Environmental Laws regarding any Non-Target Properties (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only Liabilities relating to the extent off-site migration of Hazardous Materials from a Real Property or Silver ▇▇▇▇ Property to a Non-Target Property), irrespective of whether such Liabilities relate to actions, omissions or events that the accrual for such payables and expenses has been properly reflected on occur or exist prior to or after the Closing Balance SheetDate, and other than including any Liabilities relating to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any LiabilityHazardous Materials that, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and Closing Date, were sent from a Real Property (viii) all other Liabilities of the Company other than the Assumed Liabilities.by natural migration or to another Real Property or a Silver ▇▇▇▇ Property) off-site for treatment, storage or disposal;

Retained Liabilities. All Except for the Assumed Liabilities, Buyer is not assuming and expressly disclaims the assumption of any Liabilities of Seller, whether or not such Liabilities arise from or relate to the Company Business or the Purchased Assets (all Liabilities of Seller other than the Assumed Liabilities are referred to herein as the “Retained Liabilities”). Without limiting the generality of the foregoing, and solely for purposes of clarity, the Retained Liabilities include: (a) all Liabilities arising from or relating to products manufactured or sold, or services provided, by Seller in operating the "RETAINED LIABILITIES"Business on or prior to the Closing, including Liabilities arising from or relating to Product Liability Claims (other than any Assumed Warranty Liabilities), personal injury claims, rebates, credits, discounts, cost guarantees, price commitments, price allowances or incentives; (b) shall all Liabilities arising from or relating to Indebtedness (including any Encumbrances securing such Indebtedness), accrued expenses, accounts payable, or other payment obligations of Seller that do not constitute or are excluded from the Assumed Liabilities; (c) all Liabilities of Seller arising from or relating to the Assigned Contracts that do not constitute or are excluded from the Assumed Liabilities; (d) all Liabilities of Seller for Taxes whenever and however arising, including Taxes arising from or relating to the transactions contemplated by this Agreement (other than as set forth in Section 8.4), Taxes arising from Seller’s operations and Seller’s deferred Tax obligations; (e) all Liabilities arising from or relating to any Proceeding or Order to which Seller or any of its Affiliates is a party or is otherwise bound; (f) all Liabilities arising from or relating to any shareholder of Seller, and any option holders, warrant holders or other owners or holders of derivative securities, convertible debt or similar rights relating to any capital stock or other equity of Seller, including Liabilities relating to amounts which may be retained distributed or paid to such Persons in connection with the transactions contemplated by this Agreement; (g) other than the Assumed Employee Liabilities and paidBuyer’s obligations under Section 11.2(d), performed and discharged when due subject to the terms of the Transition Services Agreement and the Personnel Agreement, all Liabilities arising from or relating to the employment, retention or termination of employment by Seller of all Business Employees and any other current or former officers, directors, employees or independent contractors of Seller, including all Liabilities for salaries, bonuses, option payouts, withholding, expense reimbursements, benefits or severance payments and all Liabilities to indemnify, reimburse or advance any amounts to any officer, director, employee, consultant or other agent or representative of Seller (whether in connection with the transactions contemplated by this Agreement or otherwise); (h) any Product Liability Claim or personal injury claim, whenever made, that arises out of any Existing Finished Goods or the use or operation of the products manufactured or sold, or services provided, by the Company and Parent (PROVIDED, that Business prior to the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):Closing; and (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Businessfor those Liabilities specifically described in Section 1.3, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting all Liabilities otherwise arising from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss Seller’s use, ownership or liability relating to current or former employees operation of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued the Purchased Assets on or prior to the Transfer TimeClosing, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) including all Liabilities with respect to gaming chips of Seller under applicable Environmental Laws and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected matters identified on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesSchedule 4.20.

Retained Liabilities. All Notwithstanding anything to the contrary contained in Section 2.03 or elsewhere in this Agreement, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform, and discharge, the following Liabilities of the Company other than Assumed Liabilities Seller (collectively, the "RETAINED LIABILITIESRetained Liabilities") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (a) any Liability for Taxes, including (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet Taxes arising as a current liability result of Seller's operation of its business or ownership of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed Assets prior to the Transfer Effective Time, (ii) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement, (iii) any employment Taxes paid or to be paid by Seller for any reason whatsoever, and (iv) any deferred Taxes of any nature; -------------------------------------------------------------------------------- 10 (b) any Liability under any Contract not assumed by Buyers under Section 2.03, including any Liability arising out of or relating to Seller's credit facilities or any security interest related thereto; (c) any Liability relating to the Seller Contracts and assets described in Section 2.02(i); (d) any Environmental, Health and Safety Liabilities arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08)operation of Seller's business or Seller's leasing, ownership or operation of Real Property prior to the Effective Time; (iie) any loss Liability under the Employee Plans or liability relating to current payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller's employees or former employees of the Business (and their eligible dependents and beneficiaries)or both, including any Liability with respect to employment the payment of bonuses for any reason; (f) any Liability under any employment, severance, retention or Benefit Planstermination agreement with any employee of Seller or any of its Related Persons; (g) any Liability arising out of or relating to any employee grievance whether or not the affected employees are hired by Buyers; (h) any Liability of Seller to any Shareholder or Related Person of Seller, which accrued on or prior to other than Liabilities incurred in the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability Ordinary Course of the Business; (iiii) all any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, other than Liabilities with respect to gaming chips and tokens issued by incurred in the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability Ordinary Course of the Business; (vj) any Liability to distribute to any of Seller's shareholders or otherwise apply all Indebtedness (other than current accounts payable or accrued expenses any part of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets)consideration received hereunder; (vik) any Liability, whether currently in existence or Liability arising hereafter, owed by out of any Proceeding pending as of the Company to any of its AffiliatesEffective Time; (viil) all Liabilities related any Liability arising out of any Proceeding commenced after the Effective Time and arising out of or relating to any fines occurrence or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) event happening prior to the Transfer Effective Time; (m) any Liability arising out of or resulting from Seller's compliance or noncompliance with any Law or Order of any Governmental Authority; (n) any Liability of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions, including any Liability of Seller for Transaction Costs as provided in Section 14.01 and any Liability of Seller for any bonuses, commissions, or incentive payments paid or payable to any Person by reason of the consummation of the Contemplated Transactions, including the Seller Acquisition Fee described in Section 5.26; and (viiio) all other Liabilities any Liability of Seller based upon Seller's acts or omissions occurring after the Company other than the Assumed LiabilitiesEffective Time.

Retained Liabilities. All Liabilities of the Company other than Assumed Liabilities (the "RETAINED LIABILITIES") shall be retained and paid, performed and discharged when due by the Company and Parent (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior Seller shall retain all liabilities and obligations of Seller, other than the Assumed Liabilities, including, but not limited to obligations of Seller to pay Trade Payables and obligations of Seller to pay Accrued Expenses (such retained liabilities and obligations of Seller are hereinafter collectively called the Transfer Time, or “Retained Liabilities”). (b) arising out Without limiting the foregoing, other than the Assumed Liabilities specifically identified in Section 3.1, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Seller have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Seller, and whether due or to become due), other than the Assumed Liabilities, shall be and remain the liabilities and obligations of Seller. (c) Without limiting the generality of the foregoing, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for: (a) any liabilities and obligations of Seller relating to the Retained Assets; (b) any liability or obligation of Seller resulting from or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) employment relationship between Seller and any loss or liability relating to current of Seller’s present or former employees engaged in connection with the ownership or operation of the Business (and their eligible dependents and beneficiaries), including with respect to Purchased Assets or the termination of any such employment or Benefit Plans, which accrued relationship on or prior to the Transfer TimeClosing Date, except including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller on or prior to the Closing Date, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers’ compensation; (c) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller’s present or former employees engaged in connection with the ownership or operation of the Purchased Assets; or (d) any Tax liabilities or deficiencies, whether federal, state, or local, in each such case to the extent that such liability is reflected applicable to periods ending on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; andClosing Date. (viiid) all other Liabilities of Except as set forth in Sections 8.1 and 8.3 below, Seller Group shall have no obligation to incur any expense or liability on and after the Company other than Closing Date for, or on behalf of, the Assumed LiabilitiesPurchaser.

Retained Liabilities. All Liabilities Subject to the terms and conditions set forth in this Agreement, including the indemnification obligations of Buyer in Article 15, all of the Company other than Assumed following Liabilities with respect to the Purchased Assets and Business and, where applicable, the Previously Sold and Foxglove Sites (collectively, the "RETAINED LIABILITIES"“Retained Liabilities”) shall be retained and paidby Sellers: 4.1.1 all Liabilities relating to the Excluded Assets; 4.1.2 all Retained Environmental Liabilities; 4.1.3 subject to Section 3.1.1, performed and discharged when due by all Liabilities arising under the Company and Parent (PROVIDEDSeller Plans in conjunction with the conduct of the Business prior to the Effective Time; 4.1.4 all Liabilities pursuant to the Environmental Control Bonds, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser Liabilities which result, directly or indirectly, from the Buyer failing to comply with its obligations under Section 12.15; 4.1.5 all Liabilities arising out of claims for or related to workers’ compensation insurance or related coverage (i.e., employers’ liability coverage and its Affiliates, so long as such contest does not result in a Lien upon any of ▇▇▇▇▇▇▇▇▇ and Harbor Workers’ Compensation Act (USLH) coverage) relating to the Assets): Business (i) except for former, active or inactive employees of the Sellers and their Affiliates which are set out in Schedule 4.1.5 or (ii) filed by such former, active or inactive employees of the Sellers and their Affiliates prior to the extent any such liability date that is reflected on twenty-four (24) months after the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) and arising out of or otherwise relating to the Excluded operation of Purchased Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Effective Time, except ; 4.1.6 all Liabilities for Taxes allocated to Sellers under Article 17; 4.1.7 all Retained Civil and Criminal Liabilities; 4.1.8 all Liabilities relating to the extent that such liability is reflected on Retained Litigation; 4.1.9 all Liabilities associated with former or current employees of Sellers or their Affiliates who are not Transferred Employees; 4.1.10 all accounts payable for invoices received after the Closing Balance Sheet as a current liability Date and relating to the operation of the BusinessBusiness prior to the Effective Time; (iii) 4.1.11 all Liabilities with respect under the Assigned Contracts arising out of or otherwise relating to gaming chips the operation of Purchased Assets or the Business prior to the Effective Time and tokens issued by presented in writing prior to the date that is twenty-four (24) months after the Closing Date; 4.1.12 all Liabilities for claims presented in writing within twenty-four (24) months after the Closing Date and in proportion to the Sellers’ Interest (as such term is defined in the ▇▇▇▇▇▇ Cogeneration Company Amended and Restated General Partnership Agreement, as amended, between Products Cogeneration Company and ▇▇▇▇▇▇ ▇▇▇▇▇ Company) resulting from retroactive energy price increases for power purchases under the Power Purchase Contract, as amended (the “Legacy PPC”), between Southern California Edison (“SCE”) and ARCO Petroleum Products Company (but not progressive meters)along with its assignees under the Legacy PPC, “ARCO-▇▇▇▇▇▇”) for power sold by ARCO-▇▇▇▇▇▇ to SCE under the Legacy PPC prior to Closing Date; 4.1.13 all other Liabilities associated with the Purchased Assets and the Business for which the Sellers are expressly liable under this Agreement, the Transaction Documents or the Other Agreements; and 4.1.14 except as otherwise provided otherwise herein; (iv) all Liabilities related to Benefit Plansin this Agreement, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company Third Party Claims (or with respect other than any Third Party Claims that constitute Assumed Liabilities) that (a) relate to the operation of the Purchased Assets or the Business prior to the Effective Time and (b)(i) are filed in a federal or state court with proper jurisdiction prior to the date that is twenty-four (24) months after the Closing Date or (ii) arise out of or relate to any potential claim by a Governmental Authority identified in any order, notice or request issued by, or any Asset) investigation initiated by any Governmental or Regulatory Authority pursuant to applicable Law (including, without limitation, the Commissionother than Environmental Law) prior to the Transfer Time; anddate that is twenty-four (24) months after the Closing Date. (viii) all other Liabilities 4.1.15 For the avoidance of the Company other than the Assumed Liabilitiesdoubt, any Third Party Environmental Claims that are covered under both Sections 4.1.2 and 4.1.14 shall be deemed to be exclusively covered under Section 4.1.2.

Retained Liabilities. All Notwithstanding any provision in this Agreement to the contrary, Seller shall retain and be responsible for, or cause its applicable Affiliates to retain and be responsible for, and Buyer shall not assume or accept, any Liabilities of the Company Seller or its Affiliates other than the Assumed Liabilities (the "RETAINED LIABILITIES"“Retained Liabilities”), including: (a) shall be retained and paid, performed and discharged when due by the Company and Parent Liabilities (PROVIDED, that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliatesthe Liabilities expressly contemplated in any subclause of Section 2.3) relating to, so long as such contest does not result in a Lien upon any resulting from or arising out of the Assets): (i) except to the extent any such liability is reflected on the Closing Date Balance Sheet as a current liability operation of the Business, including any loss Liabilities with respect to all Employee Benefit Plans or liability of the Company of any nature or descriptionBusiness Employees, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Effective Time, or ; (b) arising out intercompany accounts between Seller or any of its Affiliates, on the one hand, and the Business, on the other hand, including intercompany payables between Seller or relating to the Excluded Assets (including those items identified as Retained Liabilities in SECTION 1.08); (ii) any loss or liability relating to current or former employees of its Affiliates and the Business (and their eligible dependents all Liabilities under any Intercompany Agreements and beneficiaries), including with respect any funding arrangement from Seller or any of its Affiliates to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iiic) all Liabilities with respect the portion of any Liability attributable to gaming chips and tokens issued by any Excluded Asset or the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Excluded Business; (vd) all Indebtedness (other than current accounts payable any Taxes attributable to or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected imposed on the Purchased Assets or the Business, in each case with respect to any Pre-Closing Balance SheetTax Period, and other than except Transfer Taxes for which Buyer is liable pursuant to the extent arising following the Transfer Time under Contracts that constitute Assets)Section 9.3; (vie) Liabilities (i) in respect of any LiabilityBusiness Employees who do not become Transferred Employees, whether currently whenever incurred, except in existence respect of the Inadequate Offer Payments and (ii) that are retained by Seller or arising hereafter, owed by the Company to any one of its AffiliatesAffiliates pursuant to Section 5.2; (viif) all deposit Liabilities related to of Seller or its Affiliates arising from the Deposits; (g) the portion of Liabilities arising out of any fines Actions, whether initiated before, at or penalties imposed against after the Company (or with respect Effective Time, attributable to the conduct of the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Effective Time; (h) Liabilities arising out of the Pre-Closing Reorganization; (i) Liabilities for Indebtedness; and (viiij) all other Liabilities any Liability set forth in Section 2.4(j) of the Company other than the Assumed LiabilitiesSeller Disclosure Letter.

Retained Liabilities. All Notwithstanding anything to the contrary set forth in Section 2.3, Seller and its Affiliates shall retain and be responsible for the following Liabilities of relating to the Company other than Assumed Liabilities Business (the "RETAINED LIABILITIES") shall be retained and paid“Retained Liabilities”), performed and discharged when due by except to the Company and Parent (PROVIDED, extent that the Company shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Assets):Liabilities shall constitute Assumed Liabilities: (i) except all Environmental Liabilities, other than Liabilities referred to in Section 2.3(ix); (ii) all Liabilities to suppliers or other third parties for materials and services incurred prior to the Closing, other than Liabilities referred to in Section 2.3(iv); (iii) all Liabilities to the extent related to the Excluded Assets; (iv) all intragroup Liabilities of Seller or any such liability is reflected on the Closing Date Balance Sheet as a Divesting Entity to any of its Affiliates; (v) all Liabilities with respect to any current liability or former employee of the BusinessSeller, any loss Divesting Entity, or liability any of the Company their Affiliates; (vi) all Liabilities related to Taxes payable by Seller or any Divesting Entity arising out of any nature or description, whether liquidated or contingent, related to the extent (a) resulting from events Business on or conditions which occurred or existed prior to the Closing Date, other than Liabilities referred to in Section 2.3(ix); provided that Liabilities for Transfer TimeTaxes and Apportioned Obligations shall be governed by Section 2.8 hereof; (vii) during the ninety (90)-day period immediately following the Closing, all Liabilities in respect of cash discounts, sales allowances and other accounts receivable offsets or credits relating to Accounts Receivable in connection with the sale of any of the Products prior to the Closing Date; (bviii) during the ninety (90)-day period immediately following the Closing, all Liabilities arising out of or relating to the return of any Product, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any returned Product, with respect to any Product sold prior to the Closing Date; (ix) during the ninety (90)-day period immediately following the Closing, all Liabilities arising out of or relating to the redemption of and third party administrative costs relating to all coupons relating to the Products distributed prior to the Closing in connection with the sale of any of the Products prior to the Closing Date; (x) during the period beginning ninety-one (91) days immediately following the Closing and ending twenty (20) months immediately following the Closing, all Liabilities in excess of $1,000 per Liability (it being understood that for purposes of this limitation, claims arising from a single set of facts, circumstances or course of dealing shall be aggregated) (A) in respect of cash discounts, sales allowances and other accounts receivable offsets or credits relating to Accounts Receivable, (B) arising out of or relating to the Excluded Assets return of any Product, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any returned Product, and (C) arising out of or relating to the redemption of and third party administrative costs relating to all coupons relating to the Products distributed prior to the Closing, in each case, that Purchaser can demonstrate are in connection with the sale of any of the Products prior to the Closing Date; provided, however, that Purchaser shall have no claim under this Section 2.4(x) until such time as all Liabilities exceed $25,000 in the aggregate, following which Seller shall be responsible for all such Liabilities (including those items identified as Retained Liabilities in SECTION 1.08the first $25,000 thereof); (iixi) any loss all Liabilities arising out of or liability relating to current any recall or former employees post-sale warning required or encouraged by any Governmental Authority or otherwise in respect of any defect, flaw, contamination or similar condition with respect to any Product sold prior to the Closing; (xii) other than Pre-Closing Products Liabilities (subject to the applicable provisions of Article VIII), all Liabilities arising out of or relating to lawsuits and claims made prior to on or after the Closing (including all lawsuits and claims relating to alleged intellectual property infringement) and arising from the design, manufacture, testing, advertising, marketing, distribution, sale or use of the Business Products, or operation of the Business, prior to the Closing; (and their eligible dependents and beneficiariesxiii) all Liabilities arising out of or related to the return of any Product sold to any customer prior to the Closing, to the extent the Product SKU has been discontinued by Seller or its Affiliates and/or delisted by such customer (or such customer, Seller or any of its Affiliates has announced its intention to discontinue or delist such Product SKU), including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of such returned Products; and (xiv) all other Liabilities (including those arising out of contracts or agreements other than the Assumed Contracts or any non-compliance with respect Law by Seller or any of its Affiliates prior to employment the Closing) arising out of or Benefit Plans, which accrued relating to the Business on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (iii) all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; (iv) all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; (v) all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); (vi) any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; (vii) all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Commission) prior to the Transfer Time; and (viii) all other Liabilities of the Company other than the Assumed LiabilitiesDate.