Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers shall retain liability to third parties for All Liabilities of the following Company other than Assumed Liabilities (the “Retained Liabilities”"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): (ai) liabilities arising from disposal off-site of except to the Facilities before extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of Hazardous Materials originating 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 Facilities Transfer Time, or (b) arising out of or relating to the JWWTP Excluded Assets (including without limitation 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 Star Lake Canal siteBusiness or any Asset) by any Governmental or Regulatory Authority (including, EPA ID TX0001414341without limitation, the Commission) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, known or unknown, prior 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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 DateTransfer Time; and (nviii) all other liabilities (Liabilities of the Company 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementAssumed Liabilities.

Retained Liabilities. The Except as otherwise set forth in this Agreement, and subject to Article VII, the Sellers shall retain liability retain, and none of Purchaser or any of its Affiliates shall assume or be responsible for pursuant to third parties for this Agreement, any Liabilities of Sellers or any of their Affiliates other than the following Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”):). The Retained Liabilities shall include: (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Liabilities for which any Seller expressly has responsibility pursuant to the Star Lake Canal siteterms of this Agreement or any Ancillary Implementing Agreement, EPA ID TX0001414341) (including all Liabilities for which the “Seller Off Site Disposal Liability”)Sellers have responsibility pursuant to Section 6.6; (b) fines 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 penalties imposed by Governmental Entities for violations before 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 Closing Date 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 Laws Liabilities, whether arising prior to, on or Environmental Permits 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 Fines and Penalties LiabilityLiabilities”); (c) liabilities, 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 all Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Indemnified Taxes; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “all Seller MTBE Liability”)Transaction Expenses; (e) any obligation under (i) each Assumed Contract, related Seller Parent’s portion of Shared Contractual Liabilities pursuant to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP AgreementsSection 2.2(d); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 all Indebtedness of Seller Parent and its Affiliates (including the property of, third parties Conveyed Subsidiaries and their Subsidiaries) that occurred before the Closing Date to the extent caused by the physical condition of the Assets;are not Assumed Liabilities under Section 2.4; and (g) liabilities all Liabilities of Seller Parent or any of its Affiliates (including accounts payablethe Conveyed Subsidiaries and their Subsidiaries) owed by either Seller to the other Seller or any Affiliate set forth in Section 2.5(g) 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementDisclosure Letter.

Retained Liabilities. The Sellers Buyer shall not assume, and Seller shall retain liability and pay, perform and discharge when due, all of the liabilities and obligations, of every kind and nature, relating to third parties for or arising from the following (collectively, the “Retained Liabilities”): (a) liabilities all obligations of Seller or the Subsidiary with respect to any indebtedness for money borrowed by Seller or the Subsidiary (including items due to Seller’s Affiliates), other than (i) the Assumed Indebtedness and (ii) payment obligations arising from disposal off-site of the Facilities before on or after the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect relating to the Star Lake Canal siteBusiness under any equipment or vehicle lease or under any line extension Contracts or similar construction arrangements (to the extent the foregoing are included in the Assumed Contracts), EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts and similar construction arrangements do not create indebtedness for money borrowed; (b) fines and penalties imposed by Governmental Entities Taxes for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, periods prior 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 Seller or the physical condition Subsidiary is 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 AssetsBusiness, in each case whether arising before, on or after the Closing Date; (d) the Retained Environmental Liabilities; (e) the Retained Somerset Matter; (f) the Retained Contract Liabilities; (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 AssetsRetained Regulatory Liabilities; (h) obligations and liabilities for (i) Taxes of either Seller not related to or associated with and its Affiliates under 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);Employee Agreement; and (i) 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 Seller and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; (k) liabilities arising its Affiliates under or in connection with this Agreement, the Related Documents, any Seller Benefit Plan certificate or ERISA Affiliate Plan; (l) liabilities under other document delivered in connection herewith or therewith, and any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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; 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 transactions contemplated hereby 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementthereby.

Retained Liabilities. The Sellers Notwithstanding any other provision of this Agreement Seller and the Selling Subsidiaries shall retain liability to third parties and be responsible for the following Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Liabilities exclusively related to the Star Lake Canal site, EPA ID TX0001414341) (Business for which Seller or a Selling Subsidiary expressly has responsibility pursuant to the “Seller Off Site Disposal Liability”)terms of this Agreement or any Closing Agreement; (b) fines and penalties imposed by Governmental Entities for violations before 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 Closing Date of Environmental Laws or Environmental Permits (extent related to the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilities, known or unknown, to intercompany Liabilities of Seller and 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”)Selling Subsidiaries; (d) liabilities, known all Liabilities for (i) Taxes arising from or unknown, with respect to the extent arising from the MTBE that was manufactured, sold, processed, used Purchased Assets or stored by the Sellers in conducting the Business before for any Pre-Closing Tax Period and Taxes of Seller or any Selling Subsidiary (other than the Closing DateMiraclon Entities) (except, excluding 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 Product Inventory comprised responsibility of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)under Section 7.1; (e) any obligation under (i) each Assumed Contract, Indebtedness of Seller or any Selling Subsidiary that does not arise from and is not related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) Business or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalPurchased Asset; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date all Liabilities (i) to the extent caused by arising prior to the physical condition Closing relating to the conduct, ownership or operation of the AssetsBusiness 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) 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 Assetsall Retained Environmental Liabilities; (h) liabilities for all Liabilities of the Miraclon Entities (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) 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 prior to the Closing or (ii) relating to any act or omission of either Seller or any Affiliate of either Seller before the Miraclon Entities occurring prior to the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case which relate to the extent attributable to periods of time before the Closing Datecompliance with Environmental Laws; and (ni) all other liabilities (other than those any Liabilities of Seller or 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, Selling Subsidiaries to the extent arising under current or prior applicable Law (except that, with respect unrelated to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities 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 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 disposal off-site all Liabilities of Seller and the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Domestic Business (including without limitation 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 Star Lake Canal siteextent such Liability would be considered a Retained Liability under subsections (i)-(xv) of this Section 2.4), EPA ID TX0001414341whether disclosed or undisclosed, whether known or unknown, other than the Assumed Liabilities (collec tively, the "Retained Liabilities"), including, without limitation, those Liabilities set forth below: (i) 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 “Seller Off Site Disposal Liability”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); (biv) fines and penalties imposed by Governmental Entities 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 violations before 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 reflected on the Foreign Subsidiaries Balance Sheets) of the Business or a Business Subsidiary to the current or former employees of the Business or a Business Subsidiary relating to or arising out any period on or prior to the Closing Date except for Liabilities to current employees of Environmental Laws the Business or Environmental Permits 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, including, without limitation, any and all mortgages on any of the “Real Property other than such Liabilities arising out of or relating to the ownership, operation, use or disposition of the Assets after the Closing; (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 Environmental Fines which, for whatever reason, are not assignable to Parent, Purchaser or Purchaser's Subsidiary as listed on Section 2.4(a)(ix) of the Disclosure Schedule; (x) all Liabilities arising from the pending litigation set forth on Section 2.4(a)(x) of the Disclosure Schedule and Penalties Liability”other litigation pending at the Closing (other than litigation being maintained or prosecuted for the benefit of the Business); (cxi) liabilitiesall Liabilities arising out of or relating to the Business or Assets or products of the Business or a Business Subsidiary and arising from events or circumstances occurring on or prior to the Closing (or any part or component) or services which are performed by the Business or a Business Subsidiary which constitute, known may constitute or unknownare alleged to constitute a tort, breach of contract or violation of, or noncompliance with any 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 Stock Purchase Agreement dated as of October 30, 1998 between Seller and ▇▇▇▇ ▇. ▇' ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ except to the extent arising from covered by 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”deferred compensation obligations set forth in Section 2.3(a)(iv); (dxiii) liabilitiesall Liabilities arising from the Stock Purchase Agreement dated as of December 9, known or unknown1998 between Seller and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and the transactions contemplated thereby ("the Green Purchase Agreement") except to the extent arising from the MTBE that was manufactured, sold, processed, used or stored covered by the 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 Assumption Agreement, (ii) each License of either Seller included deferred compensation obligations set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.3(a)(iv), (ii) or (iii)as set forth on the June 30, required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 2000 Balance Sheet and (iii) payments the obligations under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, the Supply Agreement as defined 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 Green Purchase Agreement; (kxiv) liabilities arising in connection with any Seller Benefit Plan retrospective premiums, reinsurance payments, payments under reimbursement contracts or ERISA Affiliate Plan; (l) liabilities other adjustments under any insurance policy maintained for the benefit of the Business and/or any of the CBAs Business Subsidiaries or their respective predecessors covering any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 DateLiability that is a Retained Liability; and (nxv) 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, Liabilities to the extent relating to or 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 change in the common law after the Closing) from the ownership, operation or use out of the Business, operations or businesses of Seller or any of its Subsid iaries other than the Facilities and Business or the Assets, in each case, before the Closing Date, 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.

Retained Liabilities. The Buyer shall not be liable for and shall not assume any, and Sellers shall retain liability hereby jointly and severally agree to third parties for pay and discharge, when due, all Liabilities associated with the following Purchased Assets and the Purchased Business other than the Assumed Obligations (collectively, the “Retained Liabilities”):), including: (a) liabilities arising from disposal off-site of any Liabilities associated with the 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 “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines any current liabilities related to the Purchased Business, including accounts and penalties imposed by Governmental Entities for violations before 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 Closing Date Purchased Business prepared in accordance with GAAP as of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Effective Time consistent with past practices; (c) liabilities, known all Liabilities associated with the items listed 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”)described in Schedule 4.17; (d) liabilities, known or unknown, all Liabilities (other than Environmental Liabilities) under the Assumed Contracts and Transferred Leases to the extent relating to or arising from the MTBE that was manufacturedevents, sold, processed, used facts or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed circumstances arising or occurring prior to the Purchaser at the Closing (the “Seller MTBE Liability”)Effective Time; (e) any obligation under (i) each Assumed Contract, fines or penalties arising from or related to the rights under each Assumed Contract assigned failure of Sellers or any of their Affiliates to comply with applicable Environmental Laws or Environmental Permits, or the Purchaser under the Assignment and Assumption Agreementfailure to obtain an Environmental Permit, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, prior to the extent not taken into account in the determination of Final Net Working CapitalEffective Time; (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;(Reserved) (g) liabilities (including accounts payable) owed by either Seller all Environmental Liabilities in connection with the off-site shipment, transfer, treatment, recycling, storage or disposal of Hazardous Materials generated from the operations of any of the Transferred Real Property, the Purchased Assets or the Purchased Business prior 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 AssetsEffective Time; (h) liabilities for (i) Taxes all Environmental Liabilities in connection with the operation of either Seller not 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 or associated with the Business, Release of Hazardous Materials at the Facilities or Transferred Real Property prior to 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)Effective Time; (i) liabilities for all Liabilities associated with the Seller Plans and any indebtedness of either Seller other employment-related Liabilities retained by or any Affiliate of either Seller with respect allocated to borrowed money, including any interest or penalties accrued thereon;Sellers pursuant to Section 8.4; and (j) liabilities associated withexcept as otherwise provided in Article IX, related to or arising from any Excluded Asset, excluding, in the case and all Liabilities for Taxes 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 arrangementSellers, including any grievances, and all Liabilities for Taxes related to the extent arising from Purchased Business or the Purchased Assets for any act Tax period (or omission of either Seller or any Affiliate of either Seller before the Closing; (mportion thereof) liabilities set forth ending on Schedule 2.5(m), 4.10and including, or 4.11before, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those . For the subject matter avoidance of clauses (a) through (m) above doubt, nothing in this Section 2.5 shall nullify or that are the subject of the otherwise limit 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 agreements in Section 13.3(a) of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement.

Retained Liabilities. The Buyer shall not assume and at the Closing Sellers shall retain liability retain, be responsible for and pay, perform and discharge when due, all of the liabilities and obligations relating to third parties for or arising from the following (collectively referred to herein as the “"Retained Liabilities”"): (a) liabilities any indebtedness for money borrowed by Citizens or LGSN (including items due to a Seller or its Affiliates) other than payment obligations arising from disposal off-site of the Facilities before after the Closing Date (i) under any equipment lease listed in Part VIII of Hazardous Materials originating from the Facilities Schedule 5.12, (ii) under any line extension Contracts or the JWWTP similar construction arrangements and (including without limitation with iii) in respect to the Star Lake Canal siteof customer deposits or advances, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts, deposits, advances and similar arrangements do not create indebtedness for money borrowed; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date Taxes of Environmental Laws Citizens or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)LGSN or any of their Affiliates; (c) liabilities, 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”)Excluded Assets; (d) liabilitiesNon-Transferred Employees, known or unknown, 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 from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before accruing on or prior to the Closing DateDate or occurring, excluding the Product Inventory comprised of MTBE conveyed arising or accruing with respect to any event which occurred on or prior to the Purchaser at Closing Date (except to the Closing (extent any such obligation becomes the “Seller MTBE Liability”obligation of Buyer in accordance with Article X); (e) the Proceedings listed on Schedule 5.8 and all other Proceedings, other than General Proceedings, involving Citizens or LGSN, the Assets or the Business based on conduct (including Citizens' or LGSN's performance under any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in among the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) action, facts, circumstances or (iii)conditions existing, required to be performed arising or occurring on or before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Environmental Liabilities with respect to any action, fact, circumstance or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date condition to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller existing, arising or any Affiliate of the Sellers occurring on or before the Closing Date in other than with respect to the existence of non-friable asbestos and asbestos-containing materials (to the Business, extent the Facilities 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 other Assets;of their Affiliates; and (h) all other liabilities for (i) Taxes or obligations, whether known or unknown, accrued or contingent, of either Seller not related Citizens or LGSN relating to or associated with arising from the Business, ownership or use of 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 operation or conduct of the Business by Citizens or LGSN (or portions thereoftheir predecessors in interest) ending on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 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; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above not an Assumed Liability or that are becomes the subject responsibility of the Sellers’ representations and warranties Buyer as provided 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.X.

Retained Liabilities. The 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 shall retain liability or any of their Affiliates, whether or not relating to third parties for the following Business (the “Retained Liabilities”):), including the following: (a) liabilities arising from disposal off-site of the 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 siteExcept as set forth in Section 2.6(b), EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)any Indebtedness; (b) fines Any and penalties imposed by Governmental Entities all Liabilities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “which any Seller Environmental Fines and Penalties Liability”)expressly has responsibility pursuant to this Agreement; (c) liabilitiesAny and all Liabilities that relate to, known or unknownarise out of, to the extent arising from the exposure before the Closing Date directly or indirectly any Seller’s or any of its Affiliate’s operation of any employee, former employee, Independent Contractor business or former independent contractor of either Seller or division other Person to Hazardous Materials from, at or on than the Site or the other Assets (the “Seller Exposure Liability”)Business; (d) liabilitiesAny Liabilities of Pro Canadian and any Liabilities of any Subsidiary of Pro Canadian, known or unknownin each case, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed unrelated to the Purchaser at the Closing (the “Seller MTBE Liability”)Business; (e) Any and all Liabilities of any obligation under Purchased Company or any Subsidiary of a Purchased Company that arises by virtue (iif applicable) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either it being an ERISA Affiliate of any Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalits Affiliates; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date Any and all Liabilities to the extent caused by arising out of or related to the physical condition of Excluded Assets or included in the AssetsSpecified Assets and Liabilities; (g) liabilities Except as set forth in Section 5.7, any Liabilities relating to or arising under any Benefit Plan ; (including accounts payableh) owed by either Seller Any and all Liabilities for Taxes for which Sellers are responsible pursuant to Section 6.1; (i) 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 Sellers on or before the extent any such Liability relates to any pre-Closing Date in respect of the Business, the Facilities or any other Assetsperiod; (hm) liabilities for (i) Taxes of either Seller not related to Any and all Liabilities that relate to, or associated with the Businessarise out of, 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)Restrictive Covenant Contracts; (in) liabilities for Any and all Liabilities related to the matters set forth on Section 2.7(n) of the Seller Disclosure Schedules; and (o) Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by any indebtedness of either Seller or any Affiliate of either any 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 auction or other labor arrangement, including any grievances, sale process to sell the extent arising from any act Business or omission the negotiation and execution 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 this Agreement.

Retained Liabilities. The Sellers 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 foregoing, Seller shall retain liability and shall punctually pay, perform or otherwise discharge when due, all liabilities relating to third parties for the following conduct of the Business (collectively, the “Retained Liabilities”):). The Retained Liabilities shall include: 2.4.1 any Liability arising prior to the Effective Time from or under any Contracts relating to the Acquired Assets, other than as set forth in Section 2.3.2; 2.4.2 notwithstanding the foregoing, for greater certainty, any obligations of Seller under (a) liabilities arising from disposal off-site the Consent to Assignment of the Facilities before the Closing Date License Agreement among Inflazyme Inc., Biolipox AB (publ.), The University of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal siteBritish Columbia and The University of Alberta dated November 16, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); 2007, and (b) fines and penalties imposed by Governmental Entities the Biolipox-Inflazyme Asset Purchase Agreement. 2.4.3 any Liability for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesTaxes, 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 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 including: (i) each Assumed Contract, related any Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, Effective Time; (ii) each License subject to Section 3.4, any Taxes that will arise as a result of either Seller included in the Assets, sale of the Acquired Assets pursuant to this Agreement; and (iii) each JWWTP Agreement, related any deferred Taxes of any nature; 2.4.4 any Liability arising prior to the rights Effective Time from or under each JWWTP Agreement assigned any environmental Legal Requirement or any occupational safety and health Legal Requirement; 2.4.5 any Liability relating to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and Designated Excluded Assets; 2.4.6 any indebtedness of either Seller Liability in respect of any employees of Seller; and [*] = 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. 2.4.7 any Liability incurred by or on behalf of Seller arising from 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) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyContemplated Transactions, including any interest or penalties accrued thereon; (j) liabilities associated withall legal fees, 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 costs 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 disbursements payable 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementtherewith.

Retained Liabilities. The Sellers 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 retain liability be excluded from the Liabilities being assumed by AHD pursuant to third parties for Section 2.4 all Liabilities of Atlas or any of the Atlas 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”): (a) liabilities all Liabilities to the extent arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating or resulting from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Retained Assets; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”other than Indebtedness described in Section 2.4(h), all Indebtedness; (c) liabilities, known all Liabilities for which Atlas or unknown, any of the Atlas Subsidiaries is expressly responsible pursuant hereto or pursuant 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”)Ancillary Agreement; (d) liabilities, known or unknown, all Liabilities relating to H▇▇▇▇▇ (other than the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”New Hedge Contract); (e) any obligation under (i) each Assumed Contractfees, related expenses, indemnification obligations and other Liabilities owed by Atlas or the Atlas Subsidiaries to their respective advisors, including Jefferies & Co., Incorporated and its Affiliates and Deutsche Bank Securities Inc., on account of the rights under each Assumed Contract assigned acquisition advisory services provided to Atlas and the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the AssetsAtlas Subsidiaries by such advisors, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) any other costs or (iii), required to be performed before the Closing Date; and expenses incurred by Atlas or any indebtedness of either Seller in respect of the AssetsAtlas Subsidiaries in connection with the transactions contemplated hereby, to the extent not taken into account in Merger and/or the determination of Final Net Working Capital;Laurel Mountain Acquisition; and (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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementTaxes.

Retained Liabilities. The Sellers Seller shall retain liability to third parties for and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site Subject to Section 10.5, all trade payables and other accrued payment obligations of Seller as of the 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 “Seller Off Site Disposal Liability”)Date; (b) fines All long-term debt of Seller (including indebtedness to the Bondholders) and penalties imposed by Governmental Entities for violations before the Closing Date debt of Environmental Laws Seller owed to any one or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)more of its Affiliates; (c) liabilitiesSubject to Section 10.5, known or unknown, all Taxes relating to the extent arising from operation of the exposure Business on or 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 (use, ownership or operation of the “Seller Exposure Liability”)Purchased Property on or before the Closing Date; (d) liabilities, known or unknown, Except to the extent otherwise provided in Article 11, all liabilities and obligations arising from the MTBE that was manufactured, sold, processed, used on or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed Date with respect to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under Transferred Employees, including (i) each Assumed Contractall liabilities responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) any such liabilities or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 obligations that occurred before arise after the Closing Date to the extent caused by the physical condition of the Assets; (g) that such liabilities (including accounts payable) owed by either Seller and obligations relate to the other Seller facts, circumstances or any Affiliate of the Sellers conditions arising or occurring on or before the Closing Date, but excluding any Future Regulatory Obligations with respect to the Transferred Employees; (e) All liabilities, responsibilities and obligations arising out of litigation and claims that arise out of an occurrence prior to the Closing Date other than litigation and claims in respect of the Business, the Facilities or any Future Regulatory Obligations (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 writtenthan Retained Future Regulatory Obligations); (if) 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;Any Retained Future Regulatory Obligations; and (jg) liabilities associated withAll liabilities, 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 responsibilities 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 Excluded Property 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementContracts.

Retained Liabilities. The Sellers At Closing, the Seller shall retain liability all Liabilities for, and the Buyer shall not have any Liability concerning, (i) 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 third parties the period prior to the Closing Date, including, without limitation, the Liability for the following payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all 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 representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”): ); provided, however, with the express exception of clause (aiv) liabilities arising from disposal off-site above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Facilities before 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 Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including Retained Liabilities, which shall include, without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller Off Site Disposal LiabilitySeller’s Indemnity”); (b) fines and penalties 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; provided, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 Businesshowever, 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) liabilities for any indebtedness of either Seller or any Affiliate of either Seller Seller’s Indemnity with respect to borrowed money, including any interest or penalties accrued thereon; clause (jiv) liabilities associated with, related to or arising from any Excluded Asset, excluding, above shall be limited by the threshold and limits on liability set forth in Section 7.3 and 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 PurchaserSeller’s liabilities and obligations Indemnity 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; clause (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 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; and (n) all other liabilities (other than those the subject matter of clauses (a) through (miv) above or that are the subject of the Sellers’ for 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 Section 7.2 shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use obligation of the Business, the Facilities EAGL Parent and the Assets, in each case, before the Closing Date, 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 Agreementnot Seller.

Retained Liabilities. The 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 Sellers shall retain liability to third parties for the following of any kind, character, nature or description whatsoever (the “"Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 sitefollowing: (i) 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 owed to 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, EPA ID TX0001414341including, 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; (iv) any Funded Indebtedness; (v) subject to the “Seller Off Site Disposal Liability”); 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; (bvi) fines and penalties imposed by Governmental Entities for violations before except to the extent assumed under Article XIII, Liabilities arising in any 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 who is not an Interim Employee or a 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 Environmental Laws or Environmental Permits either Seller; (the “Seller Environmental Fines and Penalties Liability”); (cix) liabilities, known or unknownLiabilities for Permitted Payments, 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 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 Assumption Agreement, (ii) each License of either Seller such Permitted Payments are included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; Interim Period Cash Flow; (fx) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date except to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller assumed under Article XIII, Liabilities resulting from or relating 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 facts and circumstances giving rise 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementCorb▇▇ ▇.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller exclusively relating to any Retained Assets (other than as set forth in Section 2.3(a)(xi)); (ii) any liabilities and obligations under the Contracts which relate to (A) goods delivered or services rendered prior to the Closing Date, and (B) breaches by the Seller of its obligations thereunder occurring prior to the Closing Date; (A) any Environmental Liability of Seller arising from out of or in connection with the disposal off-site of the Facilities before by, or on behalf of, Seller and Release or threatened Release, prior to the Closing Date of Hazardous Materials originating 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 the JWWTP otherwise originating from, or relating to, any equipment owned or used by Seller that is located on Buyer Real Estate, and (including without limitation with C) any liability in respect of any personal injury claims relating to the Star Lake Canal site, EPA ID TX0001414341) (exposure of a third party to asbestos at the “Seller Off Auctioned Assets or the Potomac River Station Site Disposal Liability”)which have been filed with any state or federal court having jurisdiction prior to the Closing Date; (biv) notwithstanding the Assumed Obligations set forth in Section 2.3(a)(iii)(A), any monetary fines and or penalties (including fines or penalties from violations of any Environmental Law) imposed by a Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, Authority to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the AssetsAuctioned Assets prior to the Closing Date; (v) any Environmental Liability whatsoever arising out of, related to, or otherwise associated with the Release of fuel oil from the Ryceville-Piney Point Pipeline described in Schedule 5.10(a); (vi) (A) all wages, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees to the extent not taken into account in arising or accruing prior to the determination of Final Net Working CapitalClosing Date and (B) all other liabilities and obligations with respect to the Transferred Employees for which Seller is responsible pursuant to Article IX; (fvii) physical any liabilities and obligations (A) in respect of any personal injury or bodily injuries toproperty damage claim (other than any Environmental Liabilities 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 damage (B) in respect of any discrimination, wrongful discharge or unfair labor practice claim by any Transferred Employee arising out of or relating to acts or omissions of Seller prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsDate; (gviii) any liabilities (including accounts payable) owed by either Seller and obligations, with respect to periods prior to the other Seller or Closing Date, for the Prorated Items, calculated as set forth in Section 2.3(a)(viii); (ix) any Affiliate of the Sellers on or before the Closing Date liabilities and obligations in respect of Taxes (other than as provided for by Section 2.3(b)(viii)) attributable to the Business, the Facilities Auctioned Assets or any other Assets; (h) liabilities for (i) Taxes of either Seller not related to trades or businesses associated with the Business, the Facilities Auctioned Assets arising or the other Assets, (ii) Taxes related to or associated with the Business, the Facilities or the other Assets or the Assumed Liabilities for accruing during 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) 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 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; and (nx) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Seller under the Ancillary Agreements in 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 AgreementRetained Assets.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller primarily relating to any Retained Assets (other than as contemplated by Section 2.03(a)(x)); (ii) any payment obligations of Seller, including under Contracts, for goods delivered or services rendered prior to the Closing Date; (iii) (A) any Environmental Liability of Seller arising from disposal offout 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 any Off-site Site location, prior to the Closing Date, (B) any Environmental Liability of the Facilities before Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date of Hazardous Materials originating 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 liabilities and obligations relating to Auctioned Assets under the JWWTP Seller Consent Orders, except Assumed Consent Order Obligations; (including without limitation iv) any monetary fines (excluding (A) natural resource damages, (B) cleanup or remediation costs and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Seller in respect of the 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 Star Lake Canal site, EPA ID TX0001414341) (the “Transferring Employees for which Seller Off Site Disposal Liability”)is responsible pursuant to Article IX; (bvi) fines (A) any liabilities and penalties imposed 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, wrongful discharge or unfair labor practice claim by Governmental Entities for violations before any Transferring Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before out of or relating to acts or omissions of Seller prior to the Closing Date of Date; (vii) any employeeliabilities and obligations, former employeewith respect to the period prior to the Closing Date, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials fromfor the Prorated Items, at or on the Site or the other Assets (the “Seller Exposure Liability”calculated as set forth in Section 2.03(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising 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 accruing during 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date including Income Taxes attributable to income realized by Seller pursuant to the terms of, a Commercial transactions contemplated by this Agreement, the Purchaser’s ; (ix) any liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period arising after the Closingdate 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, it being understood that 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 respective rights, obligations and liabilities Ancillary Agreements or employed by Seller in connection with the performance of the Purchaser Ancillary Agreements ("Seller Assets"), regardless of whether the property damage or personal injury is caused by a Seller Indemnitee or a Buyer Indemnitee; and (xi) any liabilities and obligations under the Seller party thereto with Ancillary Agreements in respect to such matters will be governed solely by of the relevant Commercial AgreementRetained Assets.

Retained Liabilities. The Sellers shall retain liability to third parties for retain, and the Purchaser shall not assume, all of the following liabilities of the Sellers (the “Retained Liabilities”): (a) liabilities Liabilities arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed by Governmental Entities for violations before Liabilities arising out of or relating to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Retained Employee Plans; (c) liabilities, known or unknown, to Liabilities set forth on Schedule 2.04(c) of 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”)Disclosure Schedules; (d) liabilitiesLiabilities arising out of or relating to employment, known compensation, employee benefits, severance or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored termination of (i) any individual previously employed by the Sellers in conducting with respect to the Business before (including any officer or director) that is not employed by the Sellers as of the Closing Date and their respective dependents and beneficiaries, (ii) any individual previously rendering services to the Sellers with respect to the Business, including any independent contractor or consultant, who is not rendering such services as of the Closing Date and (iii) until such time as the applicable Retained Contract is assigned to the Purchaser, each Post-Closing Assigned Contract Employee, in each case whether arising prior to, on or after the Closing Date, excluding the Product Inventory comprised of MTBE conveyed other than with respect 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause clauses (i), (ii) or and (iii)) above, any liabilities that the Purchaser is expressly required to be performed before assume under Section 6.08; provided, however, that, automatically upon the Closing Date; and any indebtedness assignment of either Seller in respect of the Assets, each Retained Contract to the extent not taken into account in Purchaser, all such liabilities relating to the determination of Final Net Working CapitalPost-Closing Assigned Contract Employees related to such Retained Contract shall immediately become Assumed Liabilities without further action required by the Purchaser or the Sellers; (fe) 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 Liabilities for (i) Income Taxes of either Seller not related relating 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 any periods (or portions thereof) ending on or before prior to the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 AgreementBusiness, 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 use of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement; Purchased Assets or otherwise), (kii) liabilities except as provided in Section 6.07(b), Taxes arising in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any the consummation of the CBAs transactions contemplated hereby, (iii) Taxes described in the Seller Disclosure Schedules (including, without limitation, Schedules 4.05(b) and 4.05(d) thereof); and (iv) the unpaid taxes of any Person under Treas. Reg. §1.1502-6 (or any other collective bargaining agreement similar provision of state, local, or other labor arrangement, including any grievances, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(mnon-U.S. law), 4.10as a transferee or successor, by contract, or 4.11otherwise, in each case to the extent attributable to periods of time before the Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assetsexcept, in each case, before such Taxes to the Closing Date, excluding, extent specifically included in the case of an Excluded Asset that is Final Working Capital Statement and taken into account in determining the subject of, or owned or operated after Purchase Price adjustment under Section 2.08 (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“Retained Tax Liabilities”); and (f) Intercompany payables.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities 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 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 disposal off-site all Liabilities of Seller and the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Domestic Business (including without limitation 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 Star Lake Canal siteextent such Liability would be considered a Retained Liability under subsections (i)-(xv) of this Section 2.4), EPA ID TX0001414341whether disclosed or undisclosed, whether known or unknown, other than the Assumed Liabilities (collec tively, the "Retained Liabilities"), including, without limitation, those Liabilities set forth below: (i) 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 “Seller Off Site Disposal Liability”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); (biv) fines and penalties imposed by Governmental Entities 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 violations before 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 reflected on the Foreign Subsidiaries Balance Sheets) of the Business or a Business Subsidiary to the current or former employees of the Business or a Business Subsidiary relating to or arising out any period on or prior to the Closing Date except for Liabilities to current employees of Environmental Laws the Business or Environmental Permits 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, including, without limitation, any and all mortgages on any of the “Real Property other than such Liabilities arising out of or relating to the ownership, operation, use or disposition of the Assets after the Closing; (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 Environmental Fines which, for whatever reason, are not assignable to Parent, Purchaser or Purchaser's Subsidiary as listed on Section 2.4(a)(ix) of the Disclosure Schedule; (x) all Liabilities arising from the pending litigation set forth on Section 2.4(a)(x) of the Disclosure Schedule and Penalties Liability”other litigation pending at the Closing (other than litigation being maintained or prosecuted for the benefit of the Business); (cxi) liabilities, known all Liabilities arising out of or unknown, relating to the extent Business or Assets or products of the Business or a Business Subsidiary and arising from the exposure before events or circumstances occurring on or prior to the Closing Date (or 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 employeeApplicable Law, former employeeincluding, Independent Contractor without limitation, any relating to employment, workers' compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or former independent contractor Environmental Law; (xii) all Liabilities arising from Article VII of either the Stock Purchase Agreement dated as of October 30, 1998 between Seller or other Person to Hazardous Materials from, at or on and John P. O' Brien and Mar▇▇▇ ▇. ▇'▇▇▇▇▇ ▇xcept ▇▇ ▇▇▇ extent covered by the Site or the other Assets (the “Seller Exposure Liability”deferred compensation obligations set forth in Section 2.3(a)(iv); (dxiii) liabilitiesall Liabilities arising from the Stock Purchase Agreement dated as of December 9, known or unknown1998 between Seller and William D. Purington, M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇heo▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇n, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇ington an▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇gton a▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ contemplated thereby ("the Green Purchase Agreement") except to the extent arising from the MTBE that was manufactured, sold, processed, used or stored covered by the 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 Assumption Agreement, (ii) each License of either Seller included deferred compensation obligations set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.3(a)(iv), (ii) or (iii)as set forth on the June 30, required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 2000 Balance Sheet and (iii) payments the obligations under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, the Supply Agreement as defined 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 Green Purchase Agreement; (kxiv) liabilities arising in connection with any Seller Benefit Plan retrospective premiums, reinsurance payments, payments under reimbursement contracts or ERISA Affiliate Plan; (l) liabilities other adjustments under any insurance policy maintained for the benefit of the Business and/or any of the CBAs Business Subsidiaries or their respective predecessors covering any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 DateLiability that is a Retained Liability; and (nxv) 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, Liabilities to the extent relating to or 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 change in the common law after the Closing) from the ownership, operation or use out of the Business, operations or businesses of Seller or any of its Subsid iaries other than the Facilities and Business or the Assets, in each case, before the Closing Date, 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.

Retained Liabilities. The Sellers Purchaser shall retain liability not assume or be obligated to third parties for the following pay, perform or otherwise discharge any Liabilities of Sellers, other than those that are expressly assumed by Purchaser hereunder as Assumed Liabilities (collectively, the “Retained Liabilities”):). Without limiting the generality of the foregoing, the Retained Liabilities include the following Liabilities of Sellers: (a) liabilities arising from disposal off-site Liabilities (other than the Assumed Liabilities) incurred in the Ordinary Course of Business existing prior to the filing of the Facilities before Bankruptcy Cases that are subject to compromise under 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 “Seller Off Site Disposal Liability”)Bankruptcy Cases; (b) fines all Taxes of Sellers, and penalties imposed by Governmental Entities for violations before all Taxes related to Sellers’ ownership or operation of the Purchased Assets or the Business, 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 Date of Environmental Laws or Environmental Permits and (the “Seller Environmental Fines and Penalties Liability”ii) those Taxes specified in Section 3.3(d); (c) liabilities, known or unknown, all Liabilities arising out of (but only to the extent arising from relating to) any of 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”)Excluded Assets; (d) liabilities, known or unknown, to all Liabilities arising out of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)Bonds; (e) all Liabilities relating to current or former employees of Sellers or any obligation under (i) each Assumed Contractof their current or former Affiliates, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assetsother than Transferred Employees, and (iii) each JWWTP Agreement, related all Liabilities with respect to the rights under each JWWTP Agreement assigned Transferred Employees arising prior to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; , except as may otherwise be provided in Article IX or that are agreed to between Purchaser and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalrespective Union; (f) physical or bodily injuries to, or damage all Liabilities relating to any Environmental Laws regarding any Non-Target Properties (other than Liabilities relating to the property ofoff-site migration of Hazardous Materials from a Real Property or Silver ▇▇▇▇ Property to a Non-Target Property), third parties irrespective of whether such Liabilities relate to actions, omissions or events that occurred before occur or exist prior to or after the Closing Date Date, including any Liabilities relating to Hazardous Materials that, prior to the extent caused Closing Date, were sent from a Real Property (other than by the physical condition of the Assetsnatural migration or to another Real Property or a Silver ▇▇▇▇ Property) off-site for treatment, storage or disposal; (g) liabilities (including accounts payable) owed all Liabilities relating to any toxic tort claim or other claim by either Seller a Person other than a Governmental Authority to the other Seller or any Affiliate of the Sellers on or before extent it relates to exposure prior to the Closing Date in to Hazardous Materials (for the avoidance of doubt, with respect to any such claim that alleges exposure to Hazardous Materials that occurred prior to the Closing Date and continued or continues after the Closing Date, the portion of the Business, Liability attributable to the Facilities or any other Assets;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 (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 all Liabilities for taxable periods (any natural resource damages at any Non-Target Property that result from migrations or portions thereof) ending on or before Releases of Hazardous Materials from Real Property that occurred prior to the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementdid not continue thereafter.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller primarily relating to any Retained Assets (other than as contemplated by Section 2.03(a)(x)); (ii) any payment obligations of Seller, including under Contracts, for goods delivered or services rendered prior to the Closing Date; (iii) (A) any Environmental Liability of Seller arising from disposal offout 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 any Off-site Site location, prior to the Closing Date, (B) any Environmental Liability of the Facilities before Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date of Hazardous Materials originating 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 liabilities and obligations relating to Auctioned Assets under the JWWTP Seller Consent Orders, except Assumed Consent Order Obligations; (including without limitation iv) any monetary fines (excluding (A) natural resource damages, (B) cleanup or remediation costs and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Seller in respect of the 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 Star Lake Canal site, EPA ID TX0001414341) (the “Transferring Employees for which Seller Off Site Disposal Liability”)is responsible pursuant to Article IX; (bvi) fines (A) any liabilities and penalties imposed 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, wrongful discharge or unfair labor practice claim by Governmental Entities for violations before any Transferring Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before out of or relating to acts or omissions of Seller prior to the Closing Date of Date; (vii) any employeeliabilities and obligations, former employeewith respect to the period prior to the Closing Date, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials fromfor the Prorated Items, at or on the Site or the other Assets (the “Seller Exposure Liability”calculated as set forth in Section 2.03(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising 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 accruing during 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date including Income Taxes attributable to income realized by Seller pursuant to the terms of, a Commercial transactions contemplated by this Agreement, the Purchaser’s ; (ix) any liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period arising after the Closingdate 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, it being understood that 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 respective rights, obligations and liabilities Ancillary Agreements or employed by Seller in connection with the performance of the Purchaser Ancillary Agreements ("Seller Assets"), regardless of whether the property damage or personal injury is caused by a Seller Indemnitee or a Buyer Indemnitee; (xi) any liabilities and obligations under the Ancillary Agreements in respect of the Retained Assets; and (xii) any liabilities and obligations relating to Auctioned Assets under the NYPA Agreements, except Assumed Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementObligations under NYPA Agreements.

Retained Liabilities. The Sellers shall retain liability Upon Closing Emerald retains and agrees to third parties for pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the following (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (All expenses, including without limitation with all royalties and taxes, in respect to of any and all Hydrocarbons sold from the Star Lake Canal siteEmerald W▇▇▇▇ and services performed on the Emerald W▇▇▇▇ by or on behalf of Emerald on or before the W▇▇▇▇ Effective Time and all other expenses, EPA ID TX0001414341) (including without limitation all royalties and taxes, in respect of any and all Hydrocarbons sold from the “Seller Off Site Disposal Liability”)Emerald Leases and services performed on the Assets by or on behalf of Emerald on or before the Effective Time; (b) fines All Plugging and penalties imposed by Governmental Entities for violations before Abandonment Obligations with respect to all oil or natural gas w▇▇▇▇, production units, and gas and water gathering systems, flow lines and any other facilities associated therewith or located on the Closing Date Emerald Leases as of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Effective Time, excepting the Emerald W▇▇▇▇; (c) liabilitiesThe breach by or default of Emerald accruing under any agreement, known contract, permit, or unknown, instrument with respect to any period prior 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”)Effective Time; (d) liabilitiesAny pending or currently threatened legal proceeding, known or unknownany pending or currently threatened claim arising out of, relating to or otherwise in respect of (i) the operation of the Assets to the extent arising from the MTBE that was manufactured, sold, processed, used such legal proceeding or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed claim relates to such operation on or prior to the Purchaser at the Closing Effective Time, or (the “Seller MTBE Liability”)ii) any Excluded Asset; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), All amounts required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalpaid by Emerald hereunder; (f) physical The Excluded Assets of Emerald, including any Environmental Liabilities arising out of the ownership, operation, use or bodily injuries to, or damage maintenance thereof arising prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsEffective Time; (g) liabilities (including accounts payable) owed by either Seller Fines or penalties assessed for periods prior to the other Seller Effective Time by any Governmental Entity under any Environmental Laws and related to the Assets, but only to the extent such fines or any Affiliate penalties relate to (1) non-compliances under Environmental Laws arising out of or resulting from the operation of the Sellers on Assets prior to the Effective Time; (2) Conditions on, at, or before underlying the Closing Date in respect Assets, or migrating therefrom prior to the Effective Time; or (3) releases of Hazardous Materials from Emerald's operation of the Business, Assets that occurred prior to the Facilities or any other Assets;Effective Time; and (h) liabilities for (i) Taxes of either Seller not related Any injury, death or casualty occurring on or attributable 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 operations thereof prior to the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneyEffective Time, including any interest or penalties accrued thereon; (j) liabilities associated withwithout limitation claims for personal injury or, 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementproperty damage.

Retained Liabilities. The Notwithstanding Section 3.1, at the Closing, Goodyear and Affiliated Sellers shall retain liability and timely pay and discharge all liabilities of Goodyear and Affiliated Sellers other than the Assumed Liabilities, it being expressly agreed by the Parties that any and all liabilities described in this Section 3.2 are excluded from the Assumed Liabilities, including but not limited to third parties for the following (collectively, the “Retained Liabilities”): (a) all liabilities arising and obligations of Goodyear and Affiliated Sellers related to the Excluded Assets, and all liabilities and obligations that arise, relate or accrue from disposal off-site Goodyear’s or Affiliated Sellers’ ownership or operation of the Facilities LAT Business and the Sao Paulo Business and the use of the Transferred Assets and Contributed Assets before the Closing Date of Hazardous Materials originating from except as set forth on the Facilities balance sheet for the Permitted Reorganization or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)as set forth in Section 3.1; (b) fines all liabilities, and penalties imposed obligations of whatsoever nature (including, but not limited to, those of a tax, social security, labor, commercial, civil, contractual and environmental nature) related to assets or businesses of Goodyear that are not acquired by Governmental Entities for violations Buyer pursuant to this Agreement that arise, accrue or relate to the period before or after the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines including all liabilities and Penalties Liability”)obligations that are charged against Newco as legal successor to Goodyear Brazil; (c) liabilities, known or unknown, to the extent all product liability claims and obligations arising from the exposure before the Closing Date of or relating to any employee, former employee, Independent Contractor products manufactured or former independent contractor of either Seller or other Person sold by Goodyear including product liability claims relating to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Inventory; (d) liabilitiesall liabilities and obligations, known including all product liability claims, that arise, relate or unknown, to the extent arising accrue from the MTBE that was manufactured, sold, processed, used or stored by the 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”)any aircraft tires; (e) any obligation liabilities or obligations expressly retained by Goodyear or its Affiliates in connection with products manufactured by certain Affiliated Buyers for Goodyear under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption any Related Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical or bodily injuries toall Accounts Payable, or damage to the property of, third parties that occurred before the Closing Date to the extent caused by accrued or existing prior to the physical condition of the AssetsClosing Date; (g) (i) any Tax liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers for taxable periods ending on or before prior to the Closing Date or for Pre-Closing Periods other than Tax liabilities for which Newco is legally responsible and (ii) any Tax liabilities for which Newco is legally responsible that concern taxable periods ending on or prior to the Closing Date or for Pre-Closing Periods, but only to the extent that the aggregate amount of all such Tax liabilities described in respect this Section 3.2(g) exceeds the Tax liability amount included or reflected on the balance sheet of Newco as of the BusinessClosing Date (such amount, the Facilities or any other Assets;“Tax Liability Amount”). (h) any of Goodyear’s or its Affiliates’ liabilities for (i) Taxes of either Seller not related to or associated and obligations under Retention Agreements 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)employees; (i) any of Goodyear’s or Affiliated Seller’s obligations and liabilities for arising out of or relating to any indebtedness Action to which Goodyear or an Affiliated Seller is a party pending as of either Seller or any Affiliate of either Seller with respect to borrowed moneythe Closing, including any interest or penalties accrued thereonAction related to Taxes; (j) liabilities associated with, related to any of Goodyear’s 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 PurchaserAffiliated Seller’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 for the borrowing of money or issuance of any note, bond, indenture, loan, credit agreement or other evidence of indebtedness other than as set forth in the Purchaser and balance sheet for the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementPermitted Reorganization; (k) any obligations and liabilities arising in connection with respect of returns, recalls, retrofits and warranty and adjustment claims relating to any products manufactured, sold or distributed by Goodyear or an Affiliated Seller Benefit Plan or ERISA Affiliate Planprior to the Closing Date (including Inventory) and all Actions related to such products; (l) liabilities under any recalls by a Third Party of a product of that Third Party that utilizes a product sold, distributed or otherwise placed in the CBAs stream of commerce by Goodyear or any other collective bargaining agreement its Affiliates, or other labor arrangement, including any grievances, manufactured by Goodyear or its Affiliates prior to the extent arising from any 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; andall Goodyear Payables; (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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 expressly assumed or retained by Goodyear under Section 7.8 (Taxes), Section 7.12 (Aviation Tire Production) and transactions during the period after the Closing, it being understood that the respective rights, Article 9 (Employment Matters); and (o) any of Goodyear’s or Affiliated Seller’s obligations and liabilities of under the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementRelated Agreements.

Retained Liabilities. The Sellers Buyer shall not assume and at the Closing Seller shall retain liability and pay, perform and discharge when due, all of the liabilities and obligations relating to third parties for or arising from the following (collectively referred to herein as the “"Retained Liabilities”"): (a) liabilities all obligations of Seller under the IDRB Documents except to the extent also included in Buyer's IDRB Obligations, and any other indebtedness for money borrowed by Seller (including items due to Seller's Affiliates) other than payment obligations arising from disposal off-site of the Facilities before on or after the Closing Date under any equipment lease listed in Part VII of Hazardous Materials originating from the Facilities Schedule 5.12 or the JWWTP (including without limitation with respect to the Star Lake Canal siteunder any line extension Contracts or similar construction arrangements, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) fines Taxes of Seller based on income and penalties imposed by Governmental Entities any motor vehicle registration Taxes for violations before periods prior to the year in which Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)occurs; (c) liabilities, 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”)Excluded Assets; (d) liabilitiesNon-Transferred Employees, known or unknown, the Seller's Employee Benefit Plans and Employee Plans (except to the extent provided in Article X or Section 2.2(b)(ii)) and any breach or default by, or payment obligations of, Seller with respect to any Transferred Employee occurring or arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before accruing prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed Date (except to the Purchaser at extent any such payment obligation becomes the Closing (the “Seller MTBE Liability”responsibility and obligation of Buyer in accordance with Article X or Section 2.2(b)(ii)); (e) Proceedings involving Seller, the Assets or the Business based on conduct (including Seller's performance under any obligation under (i) each Assumed ContractContract included among the Assets), related action, facts, circumstances or conditions arising or occurring prior to the rights under each Closing Date including Proceedings described as Retained Liabilities in Schedule 2.2(d), but expressly excluding any such liabilities or obligations relating to any Proceeding described as Assumed Contract assigned Liabilities in Schedule 2.2(d) and any Proceeding relating to (x) Assumed Liabilities (subject to the Purchaser under the Assignment and Assumption Agreement, (iiproviso set forth in Section 2.2(e) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related with respect to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP AgreementsProceedings described in Section 2.2(e); in each case clause (i), (iiy) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 Future Regulatory Obligations and (iiiz) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, Proceedings affecting the industries in which 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 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 DateBusiness competes; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Notwithstanding any provision in this Agreement, Seller shall retain liability to third parties and be responsible only for the following Liabilities (the “Retained Liabilities”): (a) liabilities arising from disposal off-site all Liabilities of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Seller related to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Excluded Assets; (b) fines and penalties imposed all Liabilities arising out of or relating to (i) the return of any Product bearing Seller’s NDC Number (including the Inventories) shipped by Governmental Entities for violations before Seller to a third party prior to the Closing Date end of Environmental Laws the Transition Period (“Shipped Products”) or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)ii) rebates or chargebacks related to any Shipped Products; (c) liabilitiesall Liabilities of Seller in respect of any Proceeding (whether class, known individual or unknownotherwise in nature, in law or in equity) commenced or asserted prior to the extent arising from Closing, whether related to 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 Purchased Assets or the other Assets (the “Seller Exposure Liability”)Excluded Assets; (d) liabilitiesall Liabilities arising out of or relating to any product liability, known breach of warranty or unknown, similar claim for injury to any Person or property that resulted from the use or misuse of the Products or otherwise related to the extent arising from Products, including the MTBE that was manufactured, sold, processed, used Inventories (including any Proceeding relating to any such Liabilities) shipped or stored sold by the Sellers in conducting the Business or on behalf of Seller before the Closing Date, excluding end of the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Transition Period or otherwise bearing Seller's NDC Number; (e) any obligation under (i) each Assumed Contract, related all Liabilities of Seller to its suppliers for materials and services relating to the rights under each Assumed Contract assigned manufacture of finished goods Inventory that were delivered or provided to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related prior to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Pre-Closing Date to the extent caused by the physical condition of the AssetsRoyalty; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate Liability arising out of any Permitted Encumbrance of the Sellers on type set forth in clauses (iii) or before the Closing Date in respect (iv) of the Business, the Facilities or any other Assetsdefinition thereof; (h) liabilities for (i) Taxes of either Seller not related to any Liability under Seller’s employee benefits 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);compensation arrangements; and (i) liabilities all Liabilities of Seller 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 Taxes relating to the terms of, a Commercial Agreement, Purchased Assets or 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 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; and (n) all other liabilities (Products other than those the subject matter of clauses (a) through (m) above or that are the subject of the Sellers’ representations and warranties as provided 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementSection 9.7.

Retained Liabilities. The Sellers Seller and its Affiliates shall retain liability to third parties responsibility for the following Liabilities (the “Retained Liabilities”): (a) liabilities Subject to Section 2.05(b), all Liabilities arising out of or relating to Legal Proceedings, except for, subject to Section 2.04(g), Liabilities arising out of or relating to the ANDA Litigation, regardless of when such Legal Proceeding was commenced or made, that arose from disposal off-site the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Facilities Products or the use of the Purchased Assets, in each case, by Seller or its Affiliates prior to Closing (including the Legal Proceedings set forth on Schedule 2.05(a)), provided that, in no event shall Seller or its Affiliates have any liability in respect of actions or omissions of Purchaser or its Affiliates after the Closing (including Purchaser’s or its Affiliates’ commercialization, manufacture, packaging, importation, marketing, distribution, sale or use of the Products or Purchased Assets that were designed or developed on or before the Closing 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 “Seller Off Site Disposal Liability”Closing); (b) fines all Liabilities arising out of or relating to products liability claims relating to the Products sold prior to Closing (including claims alleging defects in the Products and penalties imposed by Governmental Entities for violations before claims involving the Closing Date death of Environmental Laws or Environmental Permits (injury to any individual relating to the “Seller Environmental Fines and Penalties Liability”Products); (c) liabilitiesall Liabilities to third-party customers, known third-party suppliers or unknownother third parties for the Products, materials and services, to the extent relating to the Products or the Purchased Assets, in each case, arising from the exposure before prior to the Closing Date or relating to the period of any employeetime prior to Closing, former employee, Independent Contractor or former independent contractor of either Seller or other Person than Liabilities referred to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”in Section 2.04(c); (d) liabilities, known all Liabilities arising out of or unknown, relating to the extent arising from return of the MTBE that was manufactured, sold, processed, used Products sold by Seller or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed its Affiliates prior to the Purchaser at the Closing (the “Seller MTBE Liability”)Closing; (e) all Liabilities for any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) credits or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller rebates in respect of the AssetsProducts and all Liabilities arising out of or relating to any recall or post-sale warning in respect of the Products, in each case, sold by Seller or its Affiliates on or prior to the extent not taken into account in Closing, regardless of whether such Liabilities arose prior to or after the determination of Final Net Working CapitalClosing; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date all Liabilities to the extent caused by related to the physical condition of the Excluded Assets; (g) liabilities (including accounts payable) owed by either Seller all Liabilities arising out of or relating to any Transferred Contract, to the other Seller or any Affiliate extent relating to the period of time prior to the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsClosing; (h) liabilities for all Liabilities with respect to (i) Taxes any current or former employee or contractor of either Seller not related or any Divesting Entity, or any of their Affiliates, provided such Liabilities relate to such current or associated former employee or contractor’s service with the Business, the Facilities Seller or the other Assets, any Divesting Entity or (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)Plan; (i) liabilities all Liabilities (i) of Income Taxes of Seller or its Affiliates for any indebtedness period, (ii) of either other Taxes of Seller or any Affiliate its Affiliates arising from Seller’s or an Affiliate’s use of either the Purchased Assets or operation of the Business prior to the Closing, or (iii) apportioned to Seller with respect to borrowed money, including any interest or penalties accrued thereonunder Section 2.09; (j) liabilities associated with, all Liabilities 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 AgreementAccounts Payable; (k) liabilities arising in connection with all Liabilities for any indebtedness of Seller Benefit Plan or ERISA Affiliate Planits Affiliates; (l) liabilities under all intragroup Liabilities of Seller or any Divesting Entity to any of its Affiliates; and (m) other than the CBAs Assumed Liabilities, all other Liabilities (excluding Liabilities relating to Taxes, which shall be governed by Section 2.05(i)) arising out of or any other collective bargaining agreement relating to the Business, the Purchased Assets or other labor arrangement, including any grievancesthe Products, to the extent arising from any act or omission such Liabilities relate to the period of either Seller or any Affiliate of either Seller before time prior to 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Buyer shall not assume and at the Closing Seller shall retain and pay, perform and discharge when due, all of the liabilities and obligations relating to or arising from Seller's ownership of the 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 included among the Assumed Liabilities, including liabilities and obligations relating to third parties for or arising from the following (collectively referred to herein as the “"Retained Liabilities”"): (a) liabilities all obligations of Seller under the IDRB Documents except to the extent also included in Buyer's IDRB Obligations, and any other indebtedness for money borrowed by Seller (including items due to Seller's Affiliates) other than payment obligations arising from disposal off-site of the Facilities before after the Closing Date under any equipment lease listed in Part VII of Hazardous Materials originating from the Facilities Schedule 5.12 or the JWWTP (including without limitation with respect to the Star Lake Canal siteunder any line extension Contracts or similar construction arrangements, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) fines Taxes of Seller or the Business with respect to ownership or use of the Assets and penalties imposed by Governmental Entities for violations before Seller's conduct and operation of the Business on and prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilities, 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”)Excluded Assets; (d) liabilitiesNon-Transferred Employees, known or unknown, the Seller's Employee Benefit Plans and Employee Plans (except to the extent otherwise provided in Article X) and any breach or default by, or payment obligations of, Seller with respect to any Transferred Employee occurring or arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before accruing on or prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed Date (except to the Purchaser at extent any such payment obligation becomes the Closing (the “Seller MTBE Liability”responsibility and obligation of Buyer in accordance with Article X); (e) Proceedings involving Seller, the Assets or the Business based on conduct (including Seller's performance under any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in among the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) action, facts, circumstances or (iii), required to be performed conditions arising or occurring on or before the Closing Date, including Proceedings described in Items I.1 and I.2 of Schedule 5.8 but expressly excluding any such liabilities or obligations relating to any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(d) with respect to the Proceedings described in Section 2.2(d)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the Business such as generic or industry-wide Proceedings; (f) Retained Environmental Liabilities; and any indebtedness and (g) One-half of either Seller in respect the Transaction Taxes arising out of the sale of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Buyer hereunder. Seller hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or bodily injuries to, which arise by statute 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) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneycommon law, including any interest or penalties accrued thereon; CERCLA (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 this shall not constitute a waiver and liabilities release of any claims arising out of the Purchaser contractual relationships 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 act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(mindemnification arrangements between Buyer and Seller), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The All Liabilities of Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 siteany nature, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, whether known or unknown, contingent or fixed, that are not Assumed Liabilities are "Retained Liabilities," provided, however, that "Retained Liabilities" shall not include any Liabilities arising under any Environmental, Health or Safety Requirements or with respect to Environmental Claims or Environmental Costs arising from Environmental Conditions at the Real Property, irrespective of whether such Liability attaches or accrues to Buyer or Sellers in the first instance, other than: (i) any Liability resulting from the transport, disposal or treatment, or the arrangement for transport, disposal or treatment, prior to the Closing Date, to or at any locations other than the Real Property, of any waste or substance (including any hazardous waste, Hazardous Substance or petroleum product); (ii) any off-site Liability resulting from a private Third-Party claim for personal injury, property damage, diminution and/or cleanup costs in connection with any Hazardous Substances which are identified as emanating from the Real Property during the Buyer's Further Investigations and/or Sellers' Further Investigations or during Sellers' remediation; (iii) Liability arising from a private Third-Party claim for personal injury to the extent arising from exposure or alleged exposure to Hazardous Substances at the exposure before Real Property prior to the Closing Date of any employeeDate, former employee, Independent Contractor or former independent contractor of either Seller or except workers compensation and other Person employee claims assumed by Buyer pursuant to Hazardous Materials from, at or on Section 2.1(f) above; (iv) the Site Assessment Environmental Liabilities as defined under Section 8.1; (v) all Liabilities for those matters identified on Schedule 5.19; or the other Assets (the “Seller Exposure Liability”); (dvi) liabilities, known any penalties or unknown, fines to the extent arising from the MTBE that was manufactured, sold, processed, used Sellers' violations of any affirmative obligation or stored by the 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 duty pursuant to the terms ofEnvironmental, a Commercial Agreement, the Purchaser’s liabilities Health 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementSafety Requirements.

Retained Liabilities. The Notwithstanding any other provision of this Agreement, neither the Buyer Parent nor any other Buyer is assuming responsibility for, or otherwise agreeing to pay or discharge, any Liability of the Seller Parent, the Sellers shall retain liability to third parties for or any of their respective Affiliates of any kind or nature, other than the following First Closing Assumed Liabilities and the Second Closing Assumed Liabilities (such other Liabilities, the “Retained Liabilities”): (a) liabilities arising from disposal off-site ). Without limiting the generality of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation foregoing, with respect to the Star Lake Canal siteFirst Closing Transferred Assets, EPA ID TX0001414341the Retained Liabilities include: (i) (all Liabilities arising out of or relating to the “Seller Off Site Disposal Liability”)SSD Business or the First Closing Transferred Assets, in each case arising from facts, circumstances, events, or conditions arising or in existence prior to the First Closing, other than the First Closing Assumed Liabilities; (bii) fines and penalties imposed by Governmental Entities for violations before the all Liabilities arising out of or relating to any First Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Excluded Asset; (ciii) liabilities, known all Liabilities arising out of or unknown, relating to any Indebtedness of the extent arising from the exposure before the Closing Date Sellers or any 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”)their respective Affiliates; (div) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)all Retained Tax Liabilities; (ev) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller all Liabilities in respect of the Assetsproducts manufactured, marketed, distributed or sold by the Business prior to the extent First Closing Date including Liabilities arising from product liability claims for which the injury or loss giving rise thereto (not taken into account in just the determination delivery of Final Net Working Capitalthe notice of such claims) occurs prior to the First Closing Date, whether the commencement of any related Action is before or after the First Closing Date; (fvi) physical any Liability pursuant to any Environmental Law arising from or bodily injuries torelating to any facts, circumstances, events, or damage conditions arising or in existence prior to the property ofFirst Closing Date, third parties that occurred before the Closing Date including with respect to the extent caused operation of the Business or to any property or facility presently or formerly owned, leased or operated by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the Parent, any other Seller or any Affiliate of their respective Affiliates or any of their respective predecessors, whether or not used primarily in the operation or conduct of the Business; (vii) other than the First Closing Assumed Employee Liabilities, all Liabilities (A) arising from the employment or service or termination of employment or service of any current or former employee or service provider of the Sellers on or before the Closing Date any of their Affiliates, whenever incurred, (B) arising from or in respect of any Employee Plan, any Labor Agreement, (other than Liabilities arising after the BusinessFirst Closing with respect to any Labor Agreement expressly assumed by Buyer Parent or any of its Affiliates), or any “employee benefit plan” (within the Facilities meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is sponsored, maintained, contributed to or required to be contributed to by the Seller Parent or its Affiliates (other than Liabilities arising after the First Closing with respect to any such “employee benefit plan” expressly assumed by Buyer Parent or any of its Affiliates), in each case, whenever incurred, including any Liability imposed on the Buyer Parent or its Affiliates by a Governmental Entity or any other Assets; Person resulting from successor liability or similar concepts other than successor Liability under relevant ARD, expressly assumed Liability under a Transfer Agreement or Liability at the direction of any Employee Representative Body or non-U.S. Governmental Entity (hsolely to the extent that such Employee Representative Body or non-U.S. Governmental Entity is empowered to levy successor Liability), (C) liabilities arising as a result of or relating to any failure of the Sellers or their Affiliates to comply with their respective obligations under the relevant ARD or the directions of any Employee Representative Body or Governmental Entity (including, where relevant, to provide the information required under applicable Law to the Buyer Parent or its Affiliates in order for (i) Taxes of either Seller not related them to comply with their respective obligations or associated to inform or consult with any Employee Representative Body in accordance with the BusinessARD or applicable Law or regulation), 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) 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, excludingexcept, 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; foregoing clause (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 grievancesC), to the extent that such failure is caused and/or exacerbated by the Buyer Parent or its Affiliates’ failure to comply with their respective obligations under the ARD and/or this Agreement, (D) arising from the termination of employment or service of any act person whose employment transfers to the Buyer Parent or omission of either its Affiliates at the First Closing in accordance with the ARD and who is not a SSD Business Employee, or (E) expressly retained by the Seller Parent 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 its Affiliates pursuant to the extent attributable to periods of time before the Closing DateARTICLE VI; and (nviii) all other liabilities Liabilities in respect of any threatened or pending Action in respect of (other than those A) the subject matter of clauses First Closing Excluded Assets or (aB) through (m) above the SSD Business or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, First Closing Transferred Assets to the extent arising under current prior to the First Closing or relating to facts, circumstances, events, or conditions arising or in existence prior applicable Law (except that, with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to the First Closing whether there has been a change in the common law commencement of any related Action is before or after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the First Closing Date, 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.

Retained Liabilities. The Sellers Purchaser shall retain liability not assume or be obligated to third parties for the following pay, perform or otherwise discharge any Liabilities of Sellers, other than those that are expressly assumed by Purchaser hereunder as Assumed Liabilities (collectively, the “Retained Liabilities”): ). Without limiting the generality of the foregoing, the Retained Liabilities include the following Liabilities of Sellers: (a) liabilities arising from disposal off-site Liabilities (other than the Assumed Liabilities) incurred in the Ordinary Course of Business existing prior to the filing of the Facilities before Bankruptcy Cases that are subject to compromise under the Bankruptcy Cases; (b) all Taxes of Sellers, and all Taxes related to Sellers’ ownership or operation of the Purchased Assets or the Business, 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 Date and (ii) those Taxes specified in Section 3.3(d); (c) all Liabilities arising out of Hazardous Materials originating from (but only to the Facilities extent relating to) any of the Excluded Assets; (d) all Liabilities arising out of the Bonds; (e) all Liabilities relating to current or the JWWTP (including without limitation former employees of Sellers or any of their current or former Affiliates, other than Transferred Employees, and all Liabilities with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, known or unknown, Transferred Employees arising prior 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 Sellers in conducting the Business before the Closing Date, excluding except as may otherwise be provided in Article IX or that are agreed to between Purchaser and 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements)respective Union; in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 all Liabilities relating 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 Environmental Laws regarding 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) 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 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; and (n) all other liabilities Non-Target Properties (other than those Liabilities relating to the subject matter off-site migration of clauses (a) through (m) above Hazardous Materials from a Real Property or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VISilver ▇▇▇▇ Property to a Non-Target Property), known irrespective of whether such Liabilities relate to actions, omissions or unknown, events that occur or exist prior 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excludingincluding any Liabilities relating to Hazardous Materials that, in the case of an Excluded Asset that is the subject of, or owned or operated after prior to the Closing Date pursuant Date, were sent from a Real Property (other than by natural migration or to the terms ofanother Real Property or a Silver ▇▇▇▇ Property) off-site for treatment, 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.storage or disposal;

Retained Liabilities. The Sellers Seller, the Company and SII—Arkansas shall retain liability and remain liable for and shall perform and discharge as and when due, and neither the Buyer nor SJI shall assume, or be responsible or liable with respect to, any liabilities or obligations of the Seller, the Company or SII—Arkansas which are not Assumed Liabilities, whether or not relating to third parties for the following Acquired Assets (collectively the “Retained Liabilities”). The Retained Liabilities shall include, without limitation, the following (in each case excluding any liability or obligation assumed pursuant to Section 1.5, and excluding any liability or obligation to the extent such liability is expressly limited by Section 8.3 or 8.4): (ai) all liabilities arising from disposal off-site and obligations of and/or on behalf of the Facilities Seller, the Company or SII—Arkansas for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement; (ii) all liabilities and obligations of the Seller, the Company or SII—Arkansas under any Non-Assigned Contract or any other agreements, contracts, leases or licenses which are not Assumed Contracts; (iii) except for liabilities and obligations expressly assumed by the Buyer and SJI pursuant to Section 1.5, all liabilities and obligations of the Seller, the Company or SII—Arkansas arising prior to the Effective Time under the Assumed Contracts; (iv) all employee-related liabilities of the Seller, the Company or SII—Arkansas accrued or arising out of actions, omissions or events occurring prior to the Effective Time, 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; (v) all liabilities and obligations of the Seller, the Company or SII—Arkansas 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 or the Company; (vi) all liabilities and obligations of the Seller, the Company or SII—Arkansas pursuant to the Worker Adjustment and Retraining Notification Act (“WARN Act”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and all other liabilities and obligations to pay severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay, incentive bonus pay related to the transactions contemplated by this Agreement or other benefits to any current or former employee of the Seller, the Company or SII—Arkansas whose employment is terminated upon the consummation of the transactions contemplated by this Agreement; (vii) all liabilities and obligations in respect to all discretionary bonuses or incentive payments; (viii) all liabilities and obligations of the Seller, the Company or SII—Arkansas in respect of Employee Plans; (ix) all liabilities and obligations of the Seller or its Affiliates or the Business for work-related injuries or accidents that occurred prior to the Effective Time, whether a claim for such injuries or accidents is brought before or after the Closing Date Effective Time; (x) all liabilities and obligations arising out of Hazardous Materials originating or relating to the manufacturing of products of the Business sold by the Seller, the Company or SII—Arkansas prior to the Effective Time, or manufactured (as determined under Section 2.14(d)) prior to the Effective Time (but excluding liabilities or obligations related to Product Designs), including without limitation, (i) damage to persons or property, regardless of whether such claim is brought before or after the Effective Time and regardless of whether such claim or demand is based on or arises under tort, negligence, contract, warranty, strict liability or any other legal theories, and (ii) any reasonable cost or expense incurred in connection with a recall of such products mandated by any Governmental Entity having jurisdiction; (xi) all liabilities and obligations arising out of or relating to the Product Design of any product of the Business manufactured before or after the Effective Time, regardless of when such liabilities or obligations arise, provided that the product in issue was manufactured according to and in compliance with the applicable Product Design, without material deviation from the Facilities Product Design or from the type of the Company’s past exploitation of the product, including without limitation (i) damage to persons or property, regardless of whether such claim is brought before or after the Effective Time and regardless of whether such claim or demand is based on or arises under tort, negligence, contract, warranty, strict liability or any other legal theories, and (ii) any reasonable cost or expense incurred in connection with a recall of such products mandated by any Governmental Entity having jurisdiction; (xii) all liabilities and obligations (i) under any warranty related to the operation of the Business prior to the Effective Time, including without limitation, any express or implied warranty related to products manufactured (as determined under Section 2.14(d)) prior to the Effective Time, or (ii) under any warranty related to Product Designs; (xiii) all liabilities and obligations arising out of or relating to the operation of the Business or the JWWTP Seller’s, the Company’s or SII—Arkansas’ leasing, ownership or operation of any real property prior to the Effective Time, including without limitation, liabilities (including without limitation costs of clean up and remediation) resulting from (i) any Release of, or exposure to, any Hazardous Substance in connection with the operation of Business, (ii) any Release of, or any exposure to, any Hazardous Substance at any site to which any such Hazardous Substance migrated or was transported, whether such migration occurred before or after the Effective Time, (iii) the existence of any Hazardous Substance at or emanating from, any site on which the Business was or is conducted or the existence of any Hazardous Substance at, or emanating from, any site or to which any such Hazardous Substance migrated or was transported; (iv) any violation of any Environmental Law or Release of, exposure to or existence of Hazardous Material associated with the Retained Assets; and (v) or arising out of the environmental condition of the Owned Real Property; (xiv) except to the extent the Buyer expressly agreed to pay certain Taxes as set forth in other provisions of this Agreement, all liabilities and obligations of the Seller for income, sales, use, payroll or other Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (xv) all liabilities and obligations for Taxes now or hereafter imposed on the Business (including with respect to the Star Lake Canal siteemployees engaged in the Business) or the Acquired Assets or the Seller relating to any Tax period, EPA ID TX0001414341) (or any portion of any Tax period ending before the “Seller Off Site Disposal Liability”)Effective Time; (bxvi) fines and penalties imposed by Governmental Entities for violations before all liabilities or obligations associated with the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”);Retained Assets and/or Excluded Business; and (c) liabilities, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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; (gxvii) liabilities (including accounts payable) owed by either Seller relating to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of litigation involving the Business, the Facilities or any other Acquired Assets; (h) liabilities for (i) Taxes of either Seller not related to or associated with the Business, the Facilities Assumed Liabilities, the Seller or the other AssetsCompany arising out of actions, (ii) Taxes related to omissions 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) 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 events occurring prior 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementEffective Time.

Retained Liabilities. The Sellers Buyer shall not assume and at the Closing Seller shall retain and pay, perform and discharge when due, all of the liabilities and obligations relating to or arising from Seller's ownership of the 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 included among the Assumed Liabilities, including liabilities and obligations relating to third parties for or arising from the following (collectively referred to herein as the “"Retained Liabilities”"): (a) liabilities all obligations of Seller under the IDRB Documents except to the extent also included in Buyer's IDRB Obligations, and any other indebtedness for money borrowed by Seller (including items due to Seller's Affiliates) other than payment obligations arising from disposal off-site of the Facilities before after the Closing Date under any equipment lease listed in Part VII of Hazardous Materials originating from the Facilities Schedule 5.12 or the JWWTP (including without limitation with respect to the Star Lake Canal siteunder any line extension Contracts or similar construction arrangements, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) fines Taxes of Seller or the Business with respect to ownership or use of the Assets and penalties imposed by Governmental Entities for violations before Seller's conduct and operation of the Business on and prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilities, 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”)Excluded Assets; (d) liabilitiesNon-Transferred Employees, known or unknown, the Seller's Employee Benefit Plans and Employee Plans (except to the extent otherwise provided in Article X) and any breach or default by, or payment obligations of, Seller with respect to any transferred Employee occurring or arising from or accruing on or prior to the MTBE that was manufacturedClosing Date (except to the extent any such payment obligation becomes the responsibility' and obligation of Buyer in accordance with Article X): (e) Proceedings involving Seller, sold, processed, used the Assets or stored by the Sellers in conducting the Business based on conduct (including Seller's performance under any Contract included among the Assets), action, facts, circumstances or conditions arising or occurring on or before the Closing Date, including Proceedings described in Items I.1 and I.2 of Schedule 5.8 but expressly excluding the Product Inventory comprised of MTBE conveyed any such liabilities or obligations relating to any Proceeding relating to (x) Assumed Liabilities (subject to the Purchaser at proviso set forth in Section 2.2(d) with respect to the Closing Proceedings described in Section 2.2(d)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the “Seller MTBE Liability”)Business such as generic or industry-wide Proceedings; (ef) any obligation under Retained Environmental Liabilities; and (ig) each Assumed Contract, related to One-half of the rights under each Assumed Contract assigned to transaction taxes arising out of the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect sale of the Assets, to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Buyer hereunder. Seller hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or bodily injuries to, which arise by statute 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) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneycommon law, including any interest or penalties accrued thereon; CERCLA (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 this shall not constitute a waiver and liabilities release of any claims arising but of the Purchaser contractual relationships 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 act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(mindemnification arrangements between Buyer and Seller), 4.10, or 4.11, in each case to the extent attributable to periods of time before the Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers On the terms and subject to the conditions of this Agreement, Seller and its Subsidiaries (other than the Purchased Entities) shall retain liability to third parties retain, and remain responsible for paying, discharging, satisfying and performing when due, and Purchaser and its Affiliates shall not assume, the following Liabilities of Seller or any of its Subsidiaries (including the Purchased Entities) (the “Retained Liabilities”): (a) liabilities arising from disposal off-site except as set forth in Section 2.6(c), any Indebtedness of the 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 “Seller Off Site Disposal Liability”)Entities; (b) fines and penalties imposed by Governmental Entities for violations before Liabilities to the Closing Date extent arising out of Environmental Laws or Environmental Permits (related to the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilitiesexcept as set forth in Section 5.7, known Liabilities relating to or unknown, to the extent arising from the exposure before the Closing Date of under 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”)Benefit Plan; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)Liabilities for Excluded Taxes; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included except as set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.6(n), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalall Specified Liabilities; (f) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date Liabilities to the extent caused by related to the physical condition of the AssetsRetained Seller Business; (g) liabilities (including accounts payable) owed by either Seller to the other any and all Liabilities for which Seller or any Affiliate of its Affiliates (other than, following the Sellers on or before the Closing Date in respect of the BusinessClosing, the Facilities Purchased Entities) expressly has responsibility pursuant to this Agreement or any other Assets;Transaction Document; and (h) liabilities for Liabilities set forth on Section 2.7(h) of the Seller Disclosure Schedules. For the avoidance of doubt, any Liabilities within clauses (ib) Taxes through (h) in this Section 2.7 that are Liabilities of either a Purchased Entity shall be assumed by Seller not related to or associated with the Businessand its Subsidiaries (other than any Purchased Entity). Seller and Purchaser acknowledge and agree that neither Purchaser nor any of its Affiliates (including, 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) 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 following the Closing, it being understood that the respective rightsPurchased Entities) will assume, obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will retain, pay, perform or otherwise discharge, or shall otherwise be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with or become responsible or have any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under Liability for, any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementRetained Liabilities.

Retained Liabilities. The Sellers shall retain liability to third parties for Each Seller hereby acknowledges and agrees that all Liabilities of such Seller other than the following Assumed Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by such Seller. Without limiting the Facilities before foregoing, Retained Liabilities include the Closing Date following Liabilities of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal sitesuch Seller, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, known or unknown, except 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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);without duplication: (i) liabilities for any indebtedness Liability arising out of either or relating to products of such 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 act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10manufactured and sold, or 4.11, in each case to the extent attributable to periods services of time before the Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the AssetsSeller provided, in each case, before prior to the Closing DateEffective Time other than to the extent assumed by a Buyer under Section 2.4(a)(iii), excluding(iv) or (v); (ii) any Liability under any Contract assumed by a Buyer pursuant to Section 2.4(a)(v), in that either arose at or prior to the case of an Excluded Asset Effective Time or, to the extent that such Liability is the subject ofresult of a Breach that occurred prior to the Effective Time, or owned or operated arises after the Closing Date 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 terms ofextent assumed by a Buyer pursuant to Section 2.4(a)(vi); (iv) any Liability under any Contract not assumed by a Buyer under Section 2.4(a), a Commercial Agreementincluding any Liability arising out of or relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental, Health and Safety Liabilities arising out of or relating to the Purchaseroperation of the Business prior to the Effective Time or such Seller’s liabilities and obligations leasing, ownership or operation of real property or the Facilities; (vi) any Liability under or 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 any kind for such Seller’s current or former employees, officers, directors or other Persons; (vii) 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 current or former employee grievance with respect to such asset thereunder for matters attributable an event or occurrence at or prior to operations and transactions during the period after Effective Time whether or not the Closing, it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto 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 matters will be governed solely 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 relevant Commercial AgreementEffective 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 (xix) any other Liability of such Seller or its Related Persons arising after the Effective Time.

Retained Liabilities. The Sellers Seller Entities shall retain liability to third parties for retain, and Purchaser shall not assume, the following Liabilities of the Seller Entities (the “Retained Liabilities”): (a) liabilities arising from disposal off-site Except as set forth in Section 2.6(g) and Section 2.6(i), any Indebtedness of the 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 “Seller Off Site Disposal Liability”)Entities and their Subsidiaries; (b) fines Liabilities to the extent arising out of or related to the Excluded Assets (other than any Liabilities for which Purchaser or any of its Affiliates expressly has responsibility pursuant to the terms of this Agreement or any other Transaction Document, and penalties imposed by Governmental Entities for violations before other 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, on the Closing Date one hand, and Purchaser or any of Environmental Laws its Affiliates, on the other hand, including any commercial or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”other agreements unrelated to this Agreement, as applicable); (c) liabilitiesExcept as set forth in Section 2.6(f) or Section 5.6, known or unknown, Liabilities arising prior to the extent Closing relating to or arising from the exposure before the Closing Date of under 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”)Benefit Plan; (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Any Closing Date, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)Date Environmental Liabilities; (e) Fees and expenses of brokers, finders, outside counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any obligation under (i) each Assumed Contract, related of its Affiliates at or prior to the rights under each Assumed Contract assigned to Closing specifically in connection with the Purchaser under negotiation, execution and performance of this Agreement and the Assignment other Transaction Documents and Assumption Agreement, (ii) each License of either Seller included in the Assets, transactions contemplated hereby and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalthereby; (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 AssetsAny Asbestos Liabilities; (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;Any Indemnified Taxes; and (h) liabilities for (i) Taxes Any and all liability arising out of either Seller not related or resulting from Seller’s transfer of Business Employees to the Purchased Companies whether before 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Each Asset Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement, Buyers will not assume, or become liable to pay, perform or discharge, any Liability or obligation of any Asset Seller, other than the Assumed Liabilities. In furtherance and not in limitation of the foregoing, neither Buyers nor any of their Affiliates shall retain liability assume, and shall not be deemed to third parties for have assumed, any debt, Claim, obligation or other Liability of any Asset Seller or any of its predecessor(s) or Affiliate(s) whatsoever (other than the Assumed Liabilities), including, but not limited to the following (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 2.3.1 Tax Liabilities for taxable periods (or portions thereof) thereof ending on or before the Closing Date including deferred Taxes of any nature; 2.3.2 Any Liability of Sellers for administrative fees and expenses under Section 503(b) of the Bankruptcy Code, professional fees or expenses under Sections 328, 330 or 331 of the Bankruptcy Code, or any other fees or expenses associated with administration of the Filing Affiliates’ Bankruptcy Cases; 2.3.3 Liabilities related to the Excluded Assets; 2.3.4 Liabilities with respect to Transferred Asset Seller Employees for periods or portions thereof ending prior to the Closing Date except to the extent specifically provided for in Section 6.6 or the applicable Transfer Agreement; 2.3.5 All Products Liability for Products manufactured before Closing (“Retained Products Liability”); 2.3.6 Any amounts owing to Delphi, the Sellers or the Affiliates of Delphi by the Business (including intercompany trade payables) as of the Closing Date; 2.3.7 Except as expressly provided in this Agreement or any Ancillary Agreement, Liabilities under or that relate to (i) any Seller Employee Benefit Plan or any other employee benefit plan of any member of the Sellers’ Controlled Group, (ii) employment and employee benefits-related Claims, obligations and Liabilities of former employees arising at any time and relating to their employment with Seller prior to Closing, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, employment and employee benefits-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 rightsClaims, obligations and liabilities 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 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 4.11Transferred Employees, in each case incurred in relation to the extent attributable employee’s period of employment with the Seller prior to periods of time before and including the Closing Date; 2.3.8 Any Liability arising out of any Proceeding relating to a Retained Liability which is pending as of the Closing Date; 2.3.9 Except as expressly provided in Section 2.2, any Liability of the Asset Sellers arising out of, relating to, or incurred in connection with the businesses retained by the Asset Sellers and which are not arising out of, relating to or incurred in connection with the Business; 2.3.10 All Debt Obligations of the Asset Sellers (other than (i) Accounts Payable assumed by Buyers pursuant to Section 2.2.3 hereof, (ii) Debt Obligations listed on Schedule 6.12, and (iii) Debt Obligations otherwise addressed through the Purchase Price adjustment and reflected on the Final Statement of Cash and Debt); 2.3.11 Any and all Environmental Claims for Environmental Damages with respect to Pre-Closing Environmental Contamination and Pre-Closing Compliance Matters (the “Retained Environmental Liabilities”); 2.3.12 All Liabilities of the Asset Sellers arising under any Contracts relating to any Retained Liabilities; 2.3.13 All Cure Amounts for Contracts included in the Acquired Assets; 2.3.14 Accounts payable incurred on or prior to the Petition Date; 2.3.15 All Product Warranty Liabilities for Products manufactured before Closing (“Retained Product Warranty Liability”); and 2.3.16 All Claims made before Closing for Insured Liabilities (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“Retained Insured Liabilities”), 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the following Assumed Liabilities, American shall not assume and shall not be liable or responsible for any Liabilities of the Inland Parties of any kind whatsoever, including: (i) Liabilities relating to any 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 Specified Property Managers Employees to the extent relating to or arising out of periods occurring on or prior to the Closing Date, including any severance or other payments or benefits paid or payable to any such Business Manager Employee or Specified Property Managers Employee; (iii) Liabilities relating to events or conditions occurring or existing in connection with, or arising out of, the Business Manager Business or Property Managers’ business as operated prior to the Closing Date, or the ownership, use, operation or sale prior to the Closing Date of any Business Manager Acquired Asset or Property Managers Acquired Assets; (iv) Liabilities for Taxes of the Inland Parties, including Taxes arising from or relating to the Self-Management Transactions; (v) any Liabilities in respect of any “defined benefit pension plan” (as defined in Section 3(35) of ERISA), any plan subject to Section 412 of the Code or 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 Inland Parties or any of their respective ERISA Affiliates; (vi) Liabilities under any Existing Inland Benefit Plan (except as contemplated by Section 5.2(a)); and (vii) any Liability relating to, or arising out of, the ownership or operation of any of the Excluded Assets) (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers shall retain liability to third parties for Notwithstanding Section 2.3(a), the following Liabilities of Seller arising out of or relating to the operation of the Business or the Assets shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller (the “Retained Liabilities”): (ai) liabilities any Liability arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 Excluded Assets; (gii) liabilities (any Liability for Taxes of any Person within Seller’s affiliated group, whether by reason of Treasury Regulation Section 1.1502-6, any tax allocation or tax sharing agreements, or otherwise, including accounts payable) owed by either Seller any Liability arising out of the operation of the Business or relating to the other Seller or Assets with respect to 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 period (or portions portion thereof) ending on or before the Closing Date and Date, other than the Assumed Pre-Closing Taxes; (iii) payments under any Tax allocationLiability arising from or related to (A) to the extent that such Claim or Proceeding is brought within 10 years of the Closing Date, sharing the presence or similar agreement Release of Hazardous Materials on, under, from or affecting the Transferred Real Property, to the extent such presence or Release existed or occurred prior to the Closing Date (whether oral it being understood that, after title to a parcel of Transferred Owned Real Property is transferred to Buyer, ownership of, and responsibility for maintaining, any asbestos-containing material present inside that Transferred Owned Real Property shall not be a Retained Liability and shall be assumed by Buyer); (B) the generation, transfer, storage, treatment, recycling, or writtendisposal, prior to the Closing Date, of Hazardous Materials by or on behalf of Seller, RSI or the Business, or (C) the presence or Release of Hazardous Materials on, under, from or affecting any Excluded Assets (the foregoing (A) through (C) are collectively referred to herein as the “Retained Environmental Liabilities”); (iiv) liabilities for any indebtedness of either Seller to the extent that such claim is made or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; such Proceeding is brought within eighteen (j18) 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 months after the Closing Date pursuant Date, any Liability arising from or relating to any claim or Proceeding based on the terms ofactual or alleged infringement, a Commercial Agreementmisappropriation, 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 arrangementviolation of any Third Party intellectual property right, including any grievanceswhere such infringement, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10misappropriation, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above violation occurred 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, allegedly occurred before the Closing Date, excludingof any Third Party intellectual property right by (A) any product or service of the Business that was made, sold, offered for sale or provided by Seller in connection with the case of an Excluded Asset that is the subject of, or owned or operated after Business before the Closing Date pursuant or (B) any process or method to the terms of, a Commercial extent used by Seller in connection with the Business before the Closing Date; (v) any Liability of Seller under this Agreement, any Ancillary Agreement or any other document executed in connection with the PurchaserContemplated Transactions; (vi) any Liability of Seller based upon Seller’s liabilities acts or omissions occurring after the Effective Time; (vii) any Liability (A) under the Seller Savings Plan and obligations the Seller Stock Plans, (B) for the Single Trigger Severance Liability, and (C) for Claims Incurred by Acquired Employees and their respective Dependents prior to Closing with respect to such asset thereunder Active Welfare Benefits; (viii) any Liability arising from or related to indebtedness for matters attributable borrowed money 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 Third Parties; and (ix) any Liability with respect to such matters will be governed solely by the relevant Commercial Agreementany intercompany payables.

Retained Liabilities. The Sellers Buyers shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller exclusively relating to any Retained Assets; (ii) any liabilities and obligations under the Contracts which relate to (A) goods delivered or services rendered prior to the Closing Date, and (B) breaches by the Seller of its obligations thereunder occurring prior to the Closing Date (other than breaches by Seller of obligations relating to any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.3(a)(iii) above); (A) any Environmental Liability of Seller arising from out of or in connection with the disposal off-site of the Facilities before by, or on behalf of, Seller and Release or threatened Release, prior to the Closing Date of Hazardous Materials originating Substances of 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 Environmental Liability in respect of any personal injury relating to or arising from the JWWTP (including without limitation with respect presence, exposure to, or proximity to any Hazardous Substance prior to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)losing Date; (biv) any monetary fines and penalties imposed by a Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilities, known or unknown, Authority to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, Auctioned Assets prior to the extent not taken into account in the determination of Final Net Working CapitalClosing Date; (fv) physical any liabilities and obligations in respect of any personal injury or bodily injuries to, or property damage claim (other than any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.3(a)(iii) above) relating to the property of, third parties that occurred before Auctioned Assets arising or occurring prior to the Closing Date to the extent caused by the physical condition of the AssetsDate; (gvi) any liabilities (including accounts payable) owed by either Seller and obligations, with respect to periods prior to the other Seller or Closing Date, for the Prorated Items, calculated as set forth in Section 2.3(a)(vii); (vii) any Affiliate of the Sellers on or before the Closing Date liabilities and obligations in respect of Taxes (other than as provided for by Section 2.3(b)(vi)) attributable to the Business, the Facilities Auctioned Assets arising 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 accruing during 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) 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 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; and (nviii) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Seller under the Ancillary Agreements in 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 AgreementRetained Assets.

Retained Liabilities. The Sellers Seller Entities (other than the Purchased Companies) shall retain liability to third parties for retain, and Purchaser shall not assume (and the Purchased Companies shall not be liable for), the following Liabilities of Seller or any of its Affiliates or any Purchased Company, or in each case any predecessor thereof, whether presently in existence or arising thereafter (the Liabilities referred to in this Section 2.7, collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities Except as set forth in Section 2.6(g) or the JWWTP (including without limitation with respect to the Star Lake Canal siteSection 2.6(i), EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)any Indebtedness; (b) fines and penalties imposed by Governmental Entities Liabilities for violations before which Seller or any of its Affiliates (other than the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Purchased Companies) expressly has responsibility pursuant to this Agreement; (c) liabilities, known or unknown, Liabilities to the extent arising from out of or related to 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”)Excluded Assets; (d) liabilitiesExcept as set forth in Section 2.6(e)(iii) and (f) or Section 5.7, known or unknown, Liabilities arising under any Seller Benefit Plan (other than with respect to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Transferred Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed Employees pursuant to the Purchaser at Assumed Benefit Plans) or under the Closing (Post-Retirement Plans that are transferred to the “Seller MTBE Liability”)Mirror Plans; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalLiabilities for Excluded Business Taxes; (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 Corporate-level Liabilities of the AssetsSeller and its Affiliates; (g) liabilities (including accounts payablethe Liabilities set forth on Section 2.7(g) 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 AssetsSeller Disclosure Schedules; (h) liabilities for (i) Taxes of either Seller not related Liabilities relating to or associated with arising out of the Business, portions of 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)Shared Contracts that are not Specified Business Contracts; (i) liabilities for any indebtedness Liabilities not related to or arising out of either Seller the Purchased Assets or any Affiliate to the extent not related to or arising out of either Seller with respect to borrowed money, including any interest or penalties accrued thereonthe Business; (j) liabilities associated withexcept as set forth in Section 5.7, related to or arising from any Excluded Asset, excluding, and all Liabilities in respect of Business Employees (other than Liabilities of 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 Purchased Companies with respect to such asset thereunder for Purchased Company Employees) who do not become Transferred Business Employees; and (k) Liabilities arising out of or relating to the matters attributable to operations set forth on Section 2.7(k) of the Seller Disclosure Schedules. Seller and transactions during the period Purchaser acknowledge and agree that neither Purchaser nor any of its Affiliates (including, 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 Purchased Companies) will be governed solely by the relevant Commercial Agreement; (k) liabilities arising in connection with required to assume or retain 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementRetained Liabilities.

Retained Liabilities. The Sellers Except for the Assumed Liabilities, and subject to and without limitation of the Partnership Group's indemnification obligations pursuant to the Omnibus Agreement or hereunder, APC shall retain liability to third parties and remain responsible after the Effective Time for all costs, expenses and liabilities incurred in connection with (i) the following (ownership or operation of the “Retained Liabilities”): Assets for all periods before the Effective Time, including, without limitation, (a) liabilities arising from disposal off-site all of the Facilities express and implied obligations and covenants arising before the Closing Date Effective Time under the terms of Hazardous Materials originating from the Facilities any leases, contracts, or the JWWTP (instruments, including without limitation with respect limitation, orders, to which the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); Assets are subject; (b) fines responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and penalties imposed by Governmental Entities for violations other burdens or encumbrances to which the Assets are subject arising before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); Effective Time; (c) liabilities, known or unknown, responsibility for the failure to comply with all applicable Laws (other than Environmental Laws) pertaining to the extent arising from the exposure Assets for all periods 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”); Effective Time; (d) liabilities, known or unknown, responsibility for any Taxes (including applicable penalties and interest) for which the Partnership Group has not agreed to be responsible pursuant to Section 2.2 of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); Omnibus Agreement; (e) any obligation under responsibility for Covered Environmental Losses for which APC has agreed to be responsible pursuant to Section 2.1(a) of the Omnibus Agreement; and (if) each Assumed Contract, related subject to the rights under each Assumed Contract assigned to limitation set forth in Section 2.3 of the Purchaser under the Assignment and Assumption Omnibus Agreement, the condition of the Assets before the Effective Time, and (ii) each License of either Seller included in the Assets, Reserved and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect Excluded Properties. All 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 foregoing liabilities retained 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) 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 APC 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 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; 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 this Section 2.9 shall be included without regard referred to whether there has been a change in as the common law after the Closing) from the ownership, operation or use of the Business, 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 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"Retained Liabilities".

Retained Liabilities. The Sellers shall retain liability to third parties for Notwithstanding Section 2.3(a), the following Liabilities of Seller arising out of or relating to the operation of the Business or the Assets shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller (the “"Retained Liabilities”"): (ai) liabilities any Liability arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 Excluded Assets; (gii) liabilities (any Liability for Taxes of any Person within Seller's affiliated group, whether by reason of Treasury Regulation Section 1.1502-6, any tax allocation or tax sharing agreements, or otherwise, including accounts payable) owed by either Seller any Liability arising out of the operation of the Business or relating to the other Seller or Assets with respect to 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 period (or portions portion thereof) ending on or before the Closing Date and Date, other than the Assumed Pre-Closing Taxes; (iii) payments under any Tax allocationLiability arising from or related to (A) to the extent that such Claim or Proceeding is brought within 10 years of the Closing Date, sharing the presence or similar agreement Release of Hazardous Materials on, under, from or affecting the Transferred Real Property, to the extent such presence or Release existed or occurred prior to the Closing Date (whether oral it being understood that, after title to a parcel of Transferred Owned Real Property is transferred to Buyer, ownership of, and responsibility for maintaining, any asbestos-containing material present inside that Transferred Owned Real Property shall not be a Retained Liability and shall be assumed by Buyer); (B) the generation, transfer, storage, treatment, recycling, or writtendisposal, prior to the Closing Date, of Hazardous Materials by or on behalf of Seller, RSI or the Business, or (C) the presence or Release of Hazardous Materials on, under, from or affecting any Excluded Assets (the foregoing (A) through (C) are collectively referred to herein as the "Retained Environmental Liabilities"); (iiv) liabilities for any indebtedness of either Seller to the extent that such claim is made or any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereon; such Proceeding is brought within eighteen (j18) 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 months after the Closing Date pursuant Date, any Liability arising from or relating to any claim or Proceeding based on the terms ofactual or alleged infringement, a Commercial Agreementmisappropriation, 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 arrangementviolation of any Third Party intellectual property right, including any grievanceswhere such infringement, to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities set forth on Schedule 2.5(m), 4.10misappropriation, or 4.11, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above violation occurred 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, allegedly occurred before the Closing Date, excludingof any Third Party intellectual property right by (A) any product or service of the Business that was made, sold, offered for sale or provided by Seller in connection with the case of an Excluded Asset that is the subject of, or owned or operated after Business before the Closing Date pursuant or (B) any process or method to the terms of, a Commercial extent used by Seller in connection with the Business before the Closing Date; (v) any Liability of Seller under this Agreement, any Ancillary Agreement or any other document executed in connection with the Purchaser’s liabilities Contemplated Transactions; (vi) any Liability of Seller based upon Seller's acts or omissions occurring after the Effective Time; (vii) any Liability (A) under the Seller Savings Plan and obligations the Seller Stock Plans, (B) for the Single Trigger Severance Liability, and (C) for Claims Incurred by Acquired Employees and their respective Dependents prior to Closing with respect to such asset thereunder Active Welfare Benefits; (viii) any Liability arising from or related to indebtedness for matters attributable borrowed money 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 Third Parties; and (ix) any Liability with respect to such matters will be governed solely by the relevant Commercial Agreementany intercompany payables.

Retained Liabilities. The Sellers and their Affiliates shall retain liability and, as between Sellers and Purchaser, be solely responsible for all Liabilities of Sellers and Liabilities related to third parties for the Business and the Purchased Assets other than the Assumed Liabilities, including the following (collectively, the “Retained Liabilities”): (a) liabilities all Liabilities to customers, suppliers or other third parties relating to the Purchased Assets arising from disposal off-site of the Facilities before or incurred on or prior to the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect to the Star Lake Canal siteDate, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)other than Assumed Liabilities; (b) fines (i) all product Liabilities, including those related to consumer fraud and penalties imposed economic loss, resulting from finished Product or Lasers sold by Governmental Entities Sellers or any of their Affiliates on or prior to the Closing Date (other than pursuant to this Agreement); (ii) all Liabilities for violations before 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 commenced on or prior to the Closing Date (other than additional claims asserted after the Closing Date, which shall be deemed commenced after the Closing Date and governed by clause (B) below), and (B) if commenced after the Closing Date, to the extent relating to any period of time or the Product or Laser sold by Sellers or any of their Affiliates on or prior to the Closing Date; (iv) all Liabilities arising out of or relating to the infringement, misappropriation or other violation by Sellers or any of their Affiliates on or prior to the Closing Date of Environmental Laws any Intellectual Property of any third party in connection with the Product or Environmental Permits the Laser; and (v) all Liabilities arising or to be performed under the “Seller Environmental Fines and Penalties Liability”)Excluded Contracts; (c) liabilitiessubject to Section 2.3, known all Liabilities arising out of or unknownrelating to any Assumed Contract other than the Purchase Orders, to the extent arising from the exposure before Sellers or any of their Affiliates was obligated to perform or discharge such Liabilities on or prior to 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”)Date; (d) liabilities, known or unknown, all Liabilities to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed related to the Purchaser at the Closing (the “Seller MTBE Liability”)Excluded Assets; (e) all intragroup Liabilities of Sellers or any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitaltheir Affiliates; (f) physical all Liabilities to 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 in respect of the Assetsemployment of any current or former employee, officer or director of Sellers or any of their Affiliates and all Liabilities with respect to any compensation or benefit plans of Sellers or any of their Affiliates; (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 all Liabilities for (i) Taxes of either Seller not related Sellers (or any shareholder or Affiliate thereof) or relating 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 Purchased Assets or the Assumed Liabilities for taxable periods which Seller is liable pursuant to Section 2.7 and (ii) other Taxes of Sellers (or portions any shareholder or Affiliate thereof) ending on of any kind or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneydescription, including any interest Liability for Taxes that might otherwise become a Liability of or penalties accrued thereon;be asserted against Purchaser as a transferee or successor by contract or otherwise; and (jh) liabilities associated with, related to all other Liabilities arising out of 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 relating to the terms ofPurchased Assets, a Commercial Agreementincluding the use, ownership, possession, operation, sale or lease of the Product, the Purchaser’s liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during Laser or 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 grievancesPurchased Assets, to the extent arising from any act or omission of either Seller such Liabilities are attributable to Sellers or any Affiliate of either Seller before the their Affiliates’ action or failure to act prior to 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementAssumed Liabilities.

Retained Liabilities. The Sellers Except for items specifically assumed by Buyer under Section 4(a) or Section 4(c), Seller shall retain liability and remain solely responsible for all liabilities and obligations related to third parties the Purchased Assets or the Pipeline Interests as a result of acts, events, omissions or conditions existing or occurring on or prior to the Closing Date and for all other liabilities and obligations of Seller. Without limiting the generality of the foregoing, and except for Buyer Environmental Liabilities, the liabilities and obligations of Seller transferred to Buyer shall not include, Buyer is not assuming, and Seller shall retain the following liabilities (collectively, the “"Retained Liabilities”"): (ai) liabilities all obligations, responsibilities, liabilities, costs and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, whether based in common law or statute or arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities under written contract or the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesotherwise, known or unknown, liquidated or unliquidated, real or potential, tangible or intangible, which accrue, are caused by, arise out of, or are incurred in connection with the ownership of the Purchased Assets or the operation of the Pipeline Interest at any time prior to the extent arising from Closing. Without limiting the exposure before generality of the Closing Date of any employeeforegoing in this subparagraph (i), former employeethe Retained Liabilities shall include all obligations, Independent Contractor or former independent contractor responsibilities, liabilities, costs and expenses, save and except Environmental Liabilities, which are covered by Section 4(c) below, of either Seller or other Person Buyer caused by, arising out of, or incurred in connection with any of the following prior to Hazardous Materials fromthe Closing Date: (A) the Pipeline Interest (including the Pipelines, at or on the Site or Real Property, the other Assets (Terminal Assets, the “Seller Exposure Liability”Terminal Real Property and the Personal Property); (dB) liabilitiesall of the agreements, known contracts, leases, permits or unknownsimilar instruments, including the Pipeline Agreements, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (C) the Permits including those transferred to Buyer and those not transferred hereunder; (D) all accounts payable and accrued liabilities relating to goods and/or services provided to the Pipeline Interest prior to the Closing; (E) the Employees and Retained Employees to the extent provided in Section 11; and (F) all actions, grievances, arbitrations, suits, liabilities, obligations, proceedings and investigations incurred in connection with, relating to or arising from out of the MTBE that was manufacturedbusiness or operations of the Pipeline Interest or any of the Purchased Assets; (ii) any liability or obligation for all taxes, soldcharges, processedfees, used imposts, duties, levies, withholdings or stored other assessments imposed by the Sellers any governmental entity, including environmental taxes, excise taxes, customs duties, utility, property, income, sales, use, value added, transfer and fuel taxes, and any interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such assessment, including all applicable income, sales, use, excise, business, occupation or other tax, if any, relating in conducting the Business before any way to this Agreement or any other service, supply or operating agreement including deficiencies, interest and penalties relating thereto (collectively, "Taxes") accruing to or for any period ending on or prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed except to the Purchaser at extent provided otherwise in Section 16; (iii) any liability or obligation of Seller for any expenses, except for Taxes as provided in Section 16, incurred in connection with the transactions contemplated by this Agreement; (iv) any brokerage or finder's fees payable by Seller in connection with the transactions contemplated by this Agreement; (v) any liability or obligation accruing prior to the Closing (the “Seller MTBE Liability”Date for real property taxes and charges as prorated in accordance with Section 16(b); (evi) any liability or obligation under (i) with respect to any accounts payable, in each Assumed Contractcase, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included determined in accordance with generally accepted accounting principles as in effect in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before United States at the Closing Date; and ; (vii) any indebtedness of either Seller liability or obligation in respect of the Assetsindebtedness for borrowed money; (viii) except as otherwise provided in this Agreement, all liabilities or obligations relating to or incurred in connection with any litigation, threatened litigation or claims against Seller to the extent not taken into account attributable to periods ending or from events occurring prior to the Closing, including those set forth on Schedule 6(k) attached hereto, provided that Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Pipeline Interest in connection with the determination defense of Final Net Working Capitalany such claims in accordance with the provisions of Section 17 hereof; (fix) 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 attributable to periods ending prior to the other Closing Date, all liabilities or obligations with respect to third party bodily injury or wrongful death claims against Seller or any Affiliate prior owner of the Sellers on Pipeline Interest, incurred in connection with or before relating to the pre-Closing Date in respect operation of the BusinessPipeline Interest, 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) 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 all liabilities and obligations with respect to such asset thereunder for matters attributable third party property damage claims incurred in connection with or relating to operations and transactions during the period after the Closing, it being understood that the respective rights, obligations and liabilities pre-Closing operation of the Purchaser Pipeline Interest, provided, that in both cases Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Seller party thereto Pipeline Interest in connection with respect to the defense of any such matters will be governed solely by claims in accordance with the relevant Commercial Agreementprovisions of Section 17 hereof; (kx) all liabilities or obligations relating to any violations by Seller or any prior owner of the Pipeline Interest of antitrust laws prior to the Closing Date; (xi) any responsibility for the payment of any criminal sanctions against Seller or any prior owner of the Pipeline Interest imposed at any time arising from the operation of the Purchased Assets prior to the Closing; provided that Buyer shall provide Seller with reasonable access to (and permission to make copies of) all records and reasonable access to all relevant personnel of the Pipeline Interest in connection with the defense of any Seller Benefit Plan or ERISA Affiliate Plansuch claims in accordance with Section 17 hereof; (lxii) liabilities under any of the CBAs liability or any other collective bargaining agreement or other labor arrangement, including any grievances, obligation related to the extent arising from any 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 Datean Excluded Asset; and (nxiii) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities and obligations with respect related to such asset thereunder for matters attributable the Retained Employees relating to operations and transactions during the period after periods prior to or subsequent to 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.

Retained Liabilities. The Sellers shall retain liability Anything contained herein to third parties 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 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, including the following (the “Retained Liabilities”):: (ai) liabilities all Liabilities based upon, arising from disposal off-site of out of, relating to or otherwise in connection with the Facilities before Tempo Agreement other than Liabilities under such agreement directly attributable to the Closing Date of Hazardous Materials originating from the Facilities Option or the JWWTP Assumed Liabilities; (including without limitation ii) all Liabilities based upon, arising out of, relating to or otherwise in connection with any actual or threatened or future Action with respect to any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the Star Lake Canal siteInitial Closing Date, EPA ID TX0001414341in 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, 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 any (A) tort, breach or violation of or non-compliance with any Contract or Lease pursuant to which Seller or its Affiliates is a party or to which their assets may be subject, or (B) 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 for any such non-compliance relating to the failure of Seller Off Site Disposal to pay any Assumed Liability”); (biv) fines and penalties imposed by Governmental Entities for violations before the Closing Date of all Environmental Laws Liabilities based upon, arising out of, relating to or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesotherwise in connection with events, known actions, occurrences, omissions, circumstances or unknown, conditions related to the extent arising from the exposure before the Closing Date of any employee, former employee, Independent Contractor Transferred Assets occurring or former independent contractor of either Seller existing on 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, prior to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Initial 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 Assumption Agreement, (ii) each License of either Seller included in the case of the Ground Satellite Assets, and (iii) each JWWTP Agreement, related on or prior to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Subsequent Closing Date; and any indebtedness of either Seller , in respect the case 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 In-Orbit Satellite Assets; (gv) liabilities (including accounts payable) owed by either Seller to the other all Liabilities in respect of current or former employees of Seller or any Affiliate of the Sellers 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 before after the Subsequent Closing Date in respect of the BusinessDate, the Facilities whether pursuant to benefit plans or any other Assetsotherwise; (hvi) liabilities all Liabilities for or relating to indebtedness for borrowed money, other than the Reimbursement Obligation; (ivii) all Liabilities for or relating to the guarantee of any indebtedness or obligation of any Person; (viii) all Liabilities related to any Former Businesses; (ix) all Liabilities for Transfer Taxes, income, sales, use and other Taxes arising in connection with the consummation of the transactions contemplated hereby; (x) all Liabilities for any Taxes of either Seller not related or Primestar, and all Liabilities for Taxes that relate 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 Transferred Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before up to and including the Initial Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, excludingDate, in the case of an Excluded Asset that is the subject ofGround Satellite Assets, or owned or operated after and up to and including 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 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 Subsequent Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Assets, in each case, before the Closing Date, excluding, in the case of an Excluded Asset the In-Orbit Satellite Assets; (xi) Liabilities under the Loral Contract, if any, that is do not relate to the subject of, Transferred Assets; (xii) Liabilities for which Seller or owned or operated after the Closing Date any of its Affiliates are made responsible pursuant to the terms ofthis Agreement; and (xiii) all Liabilities relating to tracking, a Commercial Agreement, the Purchaser’s liabilities telemetry and obligations control 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 Ground Satellite and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementIn-Orbit Satellite.

Retained Liabilities. The Sellers shall retain liability to third parties for the following (the “Retained Liabilities”): (a) liabilities 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 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 disposal off-site all Liabilities of Seller and the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Domestic Business (including without limitation 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 Star Lake Canal siteextent such Liability would be considered a Retained Liability under subsections (i)-(xv) of this Section 2.4), EPA ID TX0001414341whether disclosed or undisclosed, whether known or unknown, other than the Assumed Liabilities (collec tively, the "Retained Liabilities"), including, without limitation, those Liabilities set forth below: (i) 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 “Seller Off Site Disposal Liability”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); (biv) fines and penalties imposed by Governmental Entities 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 violations before 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 reflected on the Foreign Subsidiaries Balance Sheets) of the Business or a Business Subsidiary to the current or former employees of the Business or a Business Subsidiary relating to or arising out any period on or prior to the Closing Date except for Liabilities to current employees of Environmental Laws the Business or Environmental Permits 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, including, without limitation, any and all mortgages on any of the “Real Property other than such Liabilities arising out of or relating to the ownership, operation, use or disposition of the Assets after the Closing; (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 Environmental Fines which, for whatever reason, are not assignable to Parent, Purchaser or Purchaser's Subsidiary as listed on Section 2.4(a)(ix) of the Disclosure Schedule; (x) all Liabilities arising from the pending litigation set forth on Section 2.4(a)(x) of the Disclosure Schedule and Penalties Liability”other litigation pending at the Closing (other than litigation being maintained or prosecuted for the benefit of the Business); (cxi) liabilities, known all Liabilities arising out of or unknown, relating to the extent Business or Assets or products of the Business or a Business Subsidiary and arising from the exposure before events or circumstances occurring on or prior to the Closing Date (or 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 employeeApplicable Law, former employeeincluding, Independent Contractor without limitation, any relating to employment, workers' compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or former independent contractor Environmental Law; (xii) all Liabilities arising from Article VII of either the Stock Purchase Agreement dated as of October 30, 1998 between Seller or other Person to Hazardous Materials from, at or on and John P. O' Brien and Mart▇▇ ▇. ▇'▇▇▇▇▇ ▇▇cept ▇▇ ▇▇▇ ▇xtent covered by the Site or the other Assets (the “Seller Exposure Liability”deferred compensation obligations set forth in Section 2.3(a)(iv); (dxiii) liabilitiesall Liabilities arising from the Stock Purchase Agreement dated as of December 9, known or unknown1998 between Seller and William D. Purington, Mi▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇eod▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇ngton and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ton an▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ contemplated thereby ("the Green Purchase Agreement") except to the extent arising from the MTBE that was manufactured, sold, processed, used or stored covered by the 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 Assumption Agreement, (ii) each License of either Seller included deferred compensation obligations set forth in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (iSection 2.3(a)(iv), (ii) or (iii)as set forth on the June 30, required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 2000 Balance Sheet and (iii) payments the obligations under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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, the Supply Agreement as defined 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 Green Purchase Agreement; (kxiv) liabilities arising in connection with any Seller Benefit Plan retrospective premiums, reinsurance payments, payments under reimbursement contracts or ERISA Affiliate Plan; (l) liabilities other adjustments under any insurance policy maintained for the benefit of the Business and/or any of the CBAs Business Subsidiaries or their respective predecessors covering any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 DateLiability that is a Retained Liability; and (nxv) 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, Liabilities to the extent relating to or 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 change in the common law after the Closing) from the ownership, operation or use out of the Business, operations or businesses of Seller or any of its Subsid iaries other than the Facilities and Business or the Assets, in each case, before the Closing Date, 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.

Retained Liabilities. The Sellers shall retain liability Subject to third parties for the terms and conditions set forth in this Agreement, including the indemnification obligations of Buyer in Article 15, all of the following Liabilities with respect to the Purchased Assets and Business and, where applicable, the Previously Sold and Foxglove Sites (collectively, the “Retained Liabilities”):) shall be retained by Sellers: (a) liabilities 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, all Liabilities arising from disposal off-site under the Seller Plans in conjunction with the conduct of the Facilities before Business prior to the Closing Date of Hazardous Materials originating Effective Time; 4.1.4 all Liabilities pursuant to the Environmental Control Bonds, other than Liabilities which result, directly or indirectly, from the Facilities Buyer failing to comply with its obligations under Section 12.15; 4.1.5 all Liabilities arising out of claims for or the JWWTP related to workers’ compensation insurance or related coverage (including without limitation with respect i.e., employers’ liability coverage and ▇▇▇▇▇▇▇▇▇ and Harbor Workers’ Compensation Act (USLH) coverage) relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Contractfor former, related to active or inactive employees of the rights under each Assumed Contract assigned to the Purchaser under the Assignment Sellers and Assumption Agreement, their Affiliates which are set out in Schedule 4.1.5 or (ii) each License of either Seller included in the Assetsfiled by such former, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) active or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 inactive employees of the Sellers on or before and their Affiliates prior to the Closing Date in respect of the Business, the Facilities or any other Assets; date that is twenty-four (h24) 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 months after the Closing Date and (iii) payments under any Tax allocation, sharing arising out of or similar agreement (whether oral otherwise relating to the operation of Purchased Assets or written)the Business on or prior to the Effective Time; (i) liabilities 4.1.6 all Liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect Taxes allocated to borrowed money, including any interest or penalties accrued thereonSellers under Article 17; (j) liabilities 4.1.7 all Retained Civil and Criminal Liabilities; 4.1.8 all Liabilities relating to the Retained Litigation; 4.1.9 all Liabilities associated with, related to with former or arising from any Excluded Asset, excluding, in the case current employees of an Excluded Asset that is the subject of, Sellers or owned or operated their Affiliates who are not Transferred Employees; 4.1.10 all accounts payable for invoices received after the Closing Date pursuant and relating 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 operation of the Purchaser and Business prior to the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementEffective Time; (k) liabilities 4.1.11 all Liabilities under the Assigned Contracts arising in connection with any Seller Benefit Plan out of or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, otherwise relating to the extent arising from any act operation of Purchased Assets 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 Business prior to the extent attributable Effective Time and presented in writing prior to periods of time before the date that is twenty-four (24) months after the Closing Date; and; 4.1.12 all Liabilities for claims presented in writing within twenty-four (n24) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated months after the Closing Date pursuant and in proportion to the terms of, a Commercial 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 Purchaser’s liabilities Power Purchase Contract, as amended (the “Legacy PPC”), between Southern California Edison (“SCE”) and obligations ARCO Petroleum Products Company (along with respect its assignees under the Legacy PPC, “ARCO- ▇▇▇▇▇▇”) for power sold by ▇▇▇▇-▇▇▇▇▇▇ to such asset thereunder for matters attributable SCE under the Legacy PPC prior 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.Closing Date;

Retained Liabilities. The Sellers Except for the Assumed Liabilities, and subject to and without limitation of the Partnership Group’s indemnification obligations pursuant to the Omnibus Agreement or hereunder, APC shall retain liability and remain responsible after the Effective Time for all costs, expenses and liabilities incurred in connection with (i) the ownership or operation of the Assets for all periods before the Effective Time, including, without limitation, (a) all of the express and implied obligations and covenants arising before the Effective Time under the terms of any leases, contracts, or instruments, including without limitation, orders, to third parties which the Assets are subject; (b) responsibility for all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and other burdens or encumbrances to which the Assets are subject arising before the Effective Time; (c) responsibility for the following failure to comply with all applicable Laws (other than Environmental Laws) pertaining to the Assets for all periods before the Effective Time; (d) responsibility for any Taxes (including applicable penalties and interest) for which the Partnership Group has not agreed to be responsible pursuant to Section 2.2 of the Omnibus Agreement; (e) responsibility for Covered Environmental Losses for which APC has agreed to be responsible pursuant to Section 2.1(a) of the Omnibus Agreement; and (f) subject to the limitation set forth in Section 2.3 of the Omnibus Agreement, the condition of the Assets before the Effective Time, and (ii) the Reserved and Excluded Properties. All of the foregoing liabilities retained by APC pursuant to this Section 2.9 shall be referred to as the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers shall retain liability Subject to third parties for the terms and conditions set forth in this Agreement, including the indemnification obligations of Buyer in Article 15, all of the following Liabilities with respect to the Purchased Assets and Business and, where applicable, the Previously Sold and Foxglove Sites (collectively, the “Retained Liabilities”):) shall be retained by Sellers: (a) liabilities 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, all Liabilities arising from disposal off-site under the Seller Plans in conjunction with the conduct of the Facilities before Business prior to the Closing Date of Hazardous Materials originating Effective Time; 4.1.4 all Liabilities pursuant to the Environmental Control Bonds, other than Liabilities which result, directly or indirectly, from the Facilities Buyer failing to comply with its obligations under Section 12.15; 4.1.5 all Liabilities arising out of claims for or the JWWTP related to workers’ compensation insurance or related coverage (including without limitation with respect i.e., employers’ liability coverage and ▇▇▇▇▇▇▇▇▇ and Harbor Workers’ Compensation Act (USLH) coverage) relating to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Contractfor former, related to active or inactive employees of the rights under each Assumed Contract assigned to the Purchaser under the Assignment Sellers and Assumption Agreement, their Affiliates which are set out in Schedule 4.1.5 or (ii) each License of either Seller included in the Assetsfiled by such former, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) active or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 inactive employees of the Sellers on or before and their Affiliates prior to the Closing Date in respect of the Business, the Facilities or any other Assets; date that is twenty-four (h24) 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 months after the Closing Date and (iii) payments under any Tax allocation, sharing arising out of or similar agreement (whether oral otherwise relating to the operation of Purchased Assets or written)the Business on or prior to the Effective Time; (i) liabilities 4.1.6 all Liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect Taxes allocated to borrowed money, including any interest or penalties accrued thereonSellers under Article 17; (j) liabilities 4.1.7 all Retained Civil and Criminal Liabilities; 4.1.8 all Liabilities relating to the Retained Litigation; 4.1.9 all Liabilities associated with, related to with former or arising from any Excluded Asset, excluding, in the case current employees of an Excluded Asset that is the subject of, Sellers or owned or operated their Affiliates who are not Transferred Employees; 4.1.10 all accounts payable for invoices received after the Closing Date pursuant and relating 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 operation of the Purchaser and Business prior to the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial AgreementEffective Time; (k) liabilities 4.1.11 all Liabilities under the Assigned Contracts arising in connection with any Seller Benefit Plan out of or ERISA Affiliate Plan; (l) liabilities under any of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, otherwise relating to the extent arising from any act operation of Purchased Assets 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 Business prior to the extent attributable Effective Time and presented in writing prior to periods of time before the date that is twenty-four (24) months after the Closing Date; and; 4.1.12 all Liabilities for claims presented in writing within twenty-four (n24) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated months after the Closing Date pursuant and in proportion to the terms ofSellers’ Interest (as such term is defined in the ▇▇▇▇▇▇ Cogeneration Company Amended and Restated General Partnership Agreement, a Commercial 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 (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 Purchaser’s liabilities Transaction Documents or the Other Agreements; and 4.1.14 except as otherwise provided in this Agreement, all Liabilities related to any Third Party Claims (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 obligations (b)(i) are filed in a federal or state court with respect proper jurisdiction prior to such asset thereunder for matters attributable to operations and transactions during the period date that is twenty-four (24) months after the ClosingClosing Date or (ii) arise out of or relate to any potential claim by a Governmental Authority identified in any order, it being understood notice or request issued by, or any investigation initiated by any Governmental Authority pursuant to applicable Law (other than Environmental Law) prior to the date that is twenty-four (24) months after the respective rightsClosing Date. 4.1.15 For the avoidance of doubt, obligations any Third Party Environmental Claims that are covered under both Sections 4.1.2 and liabilities of the Purchaser and the Seller party thereto with respect 4.1.14 shall be deemed to such matters will be governed solely by the relevant Commercial Agreementexclusively covered under Section 4.1.2.

Retained Liabilities. The Sellers Except to the extent expressly assumed in Section 2(c), the Buyer shall retain not assume or otherwise become responsible for any liability to third parties for the following (the “Retained Liabilities”): (a) liabilities arising from disposal off-site or obligation of any kind of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities Target, whether or the JWWTP (including without limitation with respect not relating to the Star Lake Canal siteoperations of the Division, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws asserted or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”); (c) liabilitiesunasserted, known or unknown, contingent or fixed, arising or accruing prior to or following the Closing, including but not limited to the extent arising from following, all of which liabilities and obligations shall be retained by the exposure before Target: (i) any Liabilities of the Closing Date Target set forth on the face of the Most Recent Balance Sheet; (ii) all Liabilities of the Target which have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business; (iii) any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials Liability resulting from, at arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, product liability, violation of law, or environmental matter, including without limitation those arising under Environmental, Health, and Safety Requirements or incidents or reports of equipment malfunction for a Division's product sold prior to Closing; (iv) all Liabilities and obligations of the Target with respect to employees of Target or arising under Target's Employee Benefit Plans; (v) any Liability of the Target for unpaid Taxes (with respect to the Division or otherwise) for periods prior to the Closing,; (vi) any Liability of the Target for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because the Target is transferring the Acquired Assets or because the Target has deferred gain on the Site or the other Assets (the “Seller Exposure Liability”any Deferred Intercompany Transaction); (dvii) liabilitiesany Liability of the Target for the unpaid Taxes of any Person other than the Target under Reg. Section 1.1502-6 (or any similar provision of state, known local, or unknownforeign law), as a transferee or successor, by contract or otherwise; (viii) any obligation of the Target to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Target or was serving at the request of the Target as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (ix) all liabilities arising from the operation of any successor liability statutes, to the extent that non-compliance therewith or the failure to obtain necessary clearances would subject either the Buyer or the Acquired Assets to the claims of any creditors of the Target or would subject any of the Acquired Assets to liens or other restrictions. (x) any Liability (including any warranty claim) arising from the MTBE that was manufactured, sold, processed, used out of or stored connection with any products sold by the 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”)Target; (exi) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect Liability 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 Target 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 costs and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 expenses incurred in connection with any Seller Benefit Plan or ERISA Affiliate Plan; (l) liabilities under any of this Agreement and the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 Datetransactions contemplated hereby; and (nxii) all other liabilities (other than those the subject matter of clauses (a) through (m) above any Liability or that are the subject obligation of the Sellers’ representations and warranties in Article IV Target under this Agreement (or under any side agreement between the Target on the one hand and the Sellers’ covenants in Article VI), known Buyer on the other hand entered into on 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 change in the common law after the Closing) from the ownership, operation or use date of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial this 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).

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “Retained Liabilities”"RETAINED LIABILITIES"): (ai) any liabilities and obligations of Seller primarily relating to any Retained Assets; (ii) any liabilities and obligations of Seller under the Contracts for (A) goods and fuels delivered or services rendered prior to or on the Closing Date, and (B) breaches by the Seller of its obligations thereunder occurring prior to or on the Closing Date; (iii) (A) any cost of environmental remediation or natural resource damages in connection with the Release or threatened Release of Hazardous Substances that were disposed of by or on behalf of Seller at any Off-Site location prior to or on the Closing; (B) any Environmental Liability of Seller arising from disposal off-site out of the Facilities before or in connection with any Release or threatened Release of any Hazardous Substance following the Closing Date of Hazardous Materials originating from the Seller Facilities or any equipment owned or used by Seller that is located on Buyer Real Estate, (C) any liability of Seller in respect of any bodily injury claim relating to the JWWTP actual or alleged exposure of a third party to asbestos at the Auctioned Assets prior to or on the Closing Date but only if such claim has been filed prior to or on the Closing Date in a state or federal court having jurisdiction to hear such claim (including without limitation the claims described in clause (C) above are the "RETAINED ASBESTOS-RELATED CLAIMS"), and (D) the liabilities and obligations relating to the Auctioned Assets under the Seller Consent Orders, except the Assumed Consent Order Obligations; (iv) any monetary fines, punitive damages, penalties and interest thereon (excluding (A) natural resource damages, (B) clean up or remediation costs, and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Seller in respect of the Auctioned Assets prior to or on the Closing Date; (A) all wages, pensions, benefits, severance pay, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees to the extent arising or accruing prior to or on the Closing Date and (B) all other liabilities and obligations with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Transferred Employees for which Seller Off Site Disposal Liability”)is responsible pursuant to Article IX; (bvi) fines any liabilities and penalties imposed obligations (A) in respect of any personal injury or property damage claim (other than any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.3(a)(iii) above) relating to the Auctioned Assets or (B) in respect of any actual or alleged discrimination, wrongful discharge, violations of any collective bargaining agreements, contested claims for pension or welfare benefits, contested unemployment insurance claims, unfair labor practice, harassment, retaliation, constructive termination or any similar claim by Governmental Entities for violations before any Transferred Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions of either Seller or other Person prior to Hazardous Materials from, at or on the Site Closing Date; (vii) any liabilities and obligations, with respect to periods prior to or on the other Assets (Closing Date, for the “Seller Exposure Liability”Prorated Items, calculated as set forth in Section 2.3(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising 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 accruing during taxable periods (or portions thereof) ending on or before the Closing Date Date; (ix) any liabilities and obligations for money borrowed relating to a Permitted Exception (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenexcept to the extent expressly included as an Assumed Obligation); (ix) 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 arising after the Closing, it being understood date of this Agreement in respect of which Seller has provided pursuant to Section 7.1(d)(ii) that the respective rights, such liabilities and obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will shall not be governed solely assumed or retained 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 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 DateBuyer; and (nxi) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Seller under the Ancillary Agreements in 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 AgreementRetained Assets.

Retained Liabilities. The Sellers Notwithstanding any provision in this Agreement to the contrary, Pfizer shall, or shall cause one of the Asset Selling Corporations to, retain liability to third parties and be responsible for the following (the “Retained Liabilities”"RETAINED LIABILITIES"): (a) liabilities all Liabilities arising from disposal off-site out of or relating to any Product Claim pending as of the Facilities before Closing that resulted from the use or misuse of any Products manufactured by or on behalf of Pfizer or one of the Asset Selling Corporations and shipped to a third party prior to 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 “Seller Off Site Disposal Liability”"SHIPPED PRODUCTS"); (b) fines and penalties imposed by Governmental Entities for violations before all Liabilities arising out of or relating to (i) the return after the Closing Date of Environmental Laws any Shipped Products which returns are a result of adulteration or Environmental Permits misbranding (within the “Seller Environmental Fines meaning of the FDCA or the rules and Penalties Liability”regulations of the FDA promulgated thereunder) by Pfizer or one of the Asset Selling Corporations, (ii) the return during the six month period after the Closing of any Shipped Product that either has (A) expired, provided that neither Pfizer nor any of its Affiliates shall be responsible for any such Shipped Product having an expiration date greater than one year prior to the date of return or (B) not expired, provided that neither Pfizer nor any of its Affiliates shall be responsible for any such Shipped Product with an expiration date greater than six months after the date of return (with all such returns for which Pfizer has responsibility to be shipped at Pfizer's expense to Pfizer's designated returned goods processing facility), (iii) any chargebacks relating to any Shipped Products and (iv) any Rebates occurring until the expiration of the first full calendar quarter after the Closing and the related reporting activities; (c) liabilities, known or unknown, all Liabilities for Taxes relating to the extent arising from Products with respect to the exposure before period prior to 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”)Closing; (d) liabilities, known all Liabilities relating to employees of Pfizer or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised any of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”)its Affiliates; (e) any obligation under (i) each Assumed Contract, related all Liabilities for which Pfizer expressly has responsibility pursuant to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption terms of this Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 all Liabilities relating to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Excluded Assets; (g) liabilities (including accounts payable) owed by either Seller all Liabilities to suppliers for raw materials, intermediates, packaging and other supplies and services relating to the other Seller or any Affiliate manufacture of the Sellers on or before the Closing Date in respect of the Business, the Facilities or any other AssetsProducts; (h) liabilities for (i) Taxes all Liabilities arising out of either Seller not related or relating 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 matter set forth as item 3 on or before the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenSchedule 5.9(b); (i) liabilities for any indebtedness all Liabilities arising out of either Seller or any Affiliate of either Seller the loan guarantee entered into by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with respect to borrowed money, including any interest or penalties accrued thereon;the Manufacturing Agreement; and (j) liabilities associated withall other Liabilities relating to the Products to the extent relating to any period prior to the Closing. Purchaser and Pfizer agree to reimburse one another, related to or arising from any Excluded Asset, excludingdollar for dollar, in the case event that (i) any of an Excluded Asset that is the subject oftheir or their respective Affiliate's customers offset, against accounts payable by such customer to Pfizer or owned Purchaser or operated after the Closing Date pursuant to the terms of, a Commercial Agreementtheir respective Affiliates, the cost of any Product returned by such customer or (ii) 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 Pfizer or ERISA Affiliate Plan; (l) liabilities under any of their respective Affiliates are required to issue a credit for the CBAs or account of any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 4.11customer for returns, in each case to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above or that which are the subject responsibility of the Sellers’ representations other party hereto pursuant to Sections 2.4(e) and warranties in Article IV 2.5(b). Pfizer and the Sellers’ covenants in Article VI)Purchaser agree to, known and to cause their respective Affiliates to, provide notice to one another of any such offset or unknown, issuance of credit for which such party or its Affiliate is entitled to the extent arising under current or prior applicable Law (except that, with respect be reimbursed pursuant to those liabilities arising under applicable common law, such liabilities this provision. Payment shall be included without regard made promptly following receipt of notice of any such offset by or issuance of a credit to whether there has been a change in the common law after the Closingcustomer (together with supporting documentation). Pfizer and Purchaser shall, and Pfizer and Purchaser shall cause their respective Affiliates to cooperate to, ensure that a customer does not offset returns of any Product against both Pfizer (or any of its Affiliates) from the ownership, operation and Purchaser (or use any of the Business, 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 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 Agreementits Affiliates).

Retained Liabilities. The Sellers In connection with the conveyance of the Purchased Assets to Buyer, Seller shall retain liability to third parties for all indebtedness, commitments, liabilities and obligations of Seller, fixed or contingent, recorded or unrecorded, (other than, in each case, the following Assumed Liabilities) existing as of the Closing Date (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation those which are disclosed in this Agreement, the Schedules or in documents delivered or made available for inspection by Seller pursuant thereto or consist of (i) indebtedness for borrowed money, capital lease or obligation for the deferred payment of the purchase price of property or services of Seller existing on or incurred prior to the Closing Date, (ii) liabilities disclosed or reserved against in the Financial Statements or incurred or accruing after the date of such Financial Statements consistent with Sections 5.2 and 5.4 hereof prior to Closing, (iii) claims or potential claims by Government Programs and/or Blue Cross (including with respect of EHR Funds) in respect of cost reports filed by Seller, or to be filed, for periods prior to Closing relating to services rendered up to the Closing, (iv) liabilities and obligations of Seller and its Affiliates arising under the terms of the FRA Program, Government Programs, Blue Cross, or other third party payor programs relating to services rendered by Seller prior to Closing, (v) any liabilities or obligations to the extent arising in respect of any of the Excluded Assets, (vi) any civil or criminal obligation or liability resulting from any material violation by Seller prior to the Closing of federal, state or local law or resulting from any federal, state or local investigations of, or claims or actions against, Seller with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “acts or omissions of Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations before prior to the Closing Date constituting a material violation of Environmental Laws federal, state or Environmental Permits local law, (vii) federal or state income tax liabilities of Seller, and (viii) except for the “Seller Environmental Fines and Penalties Liability”); (c) Assumed Liabilities, all other existing liabilities, indebtedness, commitments, or obligations of Seller, whether known or unknown, fixed or contingent, recorded or unrecorded, incurred prior 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Notwithstanding any provision in this Agreement, Purchaser shall not assume or in any way be responsible for, and Seller shall retain liability to third parties and be responsible for the following any debts, claims, commitments, liabilities and obligations of Seller which are not Assumed Liabilities (the “Retained Liabilities”):), including, without limitation, the following: (a) liabilities arising from disposal off-site Liabilities for which Seller expressly has responsibility pursuant to the terms of this Agreement or any of the Facilities before agreements entered into in connection with 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 “Seller Off Site Disposal Liability”)transactions contemplated hereby; (b) fines and penalties imposed by Governmental Entities for violations before Liabilities to the Closing Date extent arising out of Environmental Laws or Environmental Permits (relating to the “Seller Environmental Fines and Penalties Liability”)Excluded Assets; (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date all Liabilities of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on its Affiliates under the Site or the other Assets (the “Seller Exposure Liability”)Corporate Integrity Agreement; (d) liabilities, known all intercompany Liabilities or unknown, Liabilities to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)Seller’s Affiliates; (e) any obligation under (i) each Assumed Contract, related all Liabilities relating to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalExcluded Contracts; (f) physical or bodily injuries to, or damage all Liabilities arising prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the Assetsother than liabilities set forth on Schedule 7.4(b); (g) liabilities (including accounts payable) owed by either Seller any and all Liabilities for Taxes related to the other Seller Conveyed Assets or any Affiliate the operations of the Sellers on or before Norian Facility by Seller for taxable periods ending prior to the Closing Date in respect (which for the avoidance of the Business, the Facilities or any other Assetsdoubt shall include all Conveyance Taxes); (h) liabilities for (i) Taxes of either Seller not related Liabilities to or associated with the Business, the Facilities which Purchaser or the other Assets, (ii) Taxes related Conveyed Assets become subject arising solely out of a failure to comply with bulk sales laws 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)laws; (i) liabilities for any indebtedness all Liabilities in respect of either Seller or any Affiliate of either Seller with respect finished goods completed prior to borrowed money, including any interest or penalties accrued thereonthe Closing Date; (j) liabilities associated with, all Liabilities for Patent and trademark infringement to the extent 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 Intellectual Property licensed 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 under this Agreement and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreement;related documents, and (k) liabilities arising all Liabilities for design defects 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, Products to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before they are manufactured in accordance with 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 specifications established by the relevant Commercial AgreementSeller.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary herein, Seller shall retain liability remain liable for, and Seller agrees to third parties for indemnify and hold harmless Buyer and each of the following other Buyer Indemnified Parties, in accordance with the provisions set forth in Section 10.3, from and against, any and all Covered Liabilities incurred by or asserted against any Buyer Indemnified Party, whether or not a claim is asserted prior to the Closing Date (the “Retained Liabilities”):except as provided in Section 2.7(b) and 2.7(c) hereof), arising from or relating to: (a) liabilities arising from disposal off-site any Environmental Liability to the extent such liability arises out of the Facilities before or in connection with any act or omission that occurred, or condition that existed, relating to a discontinued operation which was discontinued as of the Closing Date or assets no longer, as of Hazardous Materials originating from the Facilities Closing Date, used by the Company or any of the JWWTP (including without limitation with respect to Subsidiaries in the Star Lake Canal site, EPA ID TX0001414341) (conduct of the “Seller Off Site Disposal Liability”)Automotive Business; (b) fines any Environmental Liabilities to the extent (i) such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to an operating business of the Company and penalties imposed by Governmental Entities for violations before (ii) Seller has received actual notice of claim with respect to such Environmental Liability prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilitiesany warranty (express or implied), known recall or unknownother corrective action liability (a "Warranty Liability") in respect of (i) the matters set forth in Schedule 2.7 hereof and (ii) products manufactured by the Company or any Subsidiary prior to the date hereof and of which the Seller has received actual notice of claim prior to the date hereof; provided that, to the extent arising from that the exposure before Company continues to manufacture or sell such product after the Closing Date of any employeethe Covered Liabilities shall be equitably allocated between the Seller and the Company and provided, former employeefurther, Independent Contractor or former independent contractor of either that the Company shall cooperate with Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”);mitigate damages. (d) liabilities, known or unknown, the Pre-Closing Transactions. The liabilities set forth in Section 2.7(a) through Section 2.7(d) shall be referred to herein collectively as the "Retained Liabilities." Notwithstanding anything to the extent arising from contrary herein, Seller shall also retain, or any of Buyer, the MTBE that was manufacturedCompany or one or more of the Subsidiaries, soldas applicable, processed, used shall transfer and assign or stored by otherwise make available the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised benefits 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Notwithstanding anything in this Agreement to the contrary, Purchaser shall retain not assume or be deemed to have assumed, and shall have no liability to third parties for or obligation with respect thereto, any other liabilities of the following Company (the collectively, “Retained Liabilities”): ) including without limitation the following: (ai) liabilities arising from disposal off-site in respect of employment or services performed on or prior to the Facilities before Closing, including, without limitation, liabilities in respect of agreements regarding compensation, severance, stock options and other benefits; (ii) product liability claims to the extent based on a defective design for Products designed by Seller and sold prior to 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 Sellers except as expressly set forth 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and Section 2.1.4; (iii) each JWWTP Agreement, related existing litigation for which a claim has been made to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); or threatened in each case clause (i), (ii) writing against Seller on or (iii), required to be performed before the Closing Date; (iv) all Tax liabilities of Seller for all periods (but excluding any Tax liabilities allocated to Purchaser pursuant to Section 10.3 of this Agreement); (v) any liability or obligation of Seller for administrative fees and expenses, including, without limitation, any indebtedness of either Seller in respect claims arising under Section 503(b) of the AssetsBankruptcy Code; (vi) any liability or obligation of Seller for transaction fees and expenses and fees and expenses payable to lenders, to the extent not taken into account brokers, financial advisors, legal counsel, accountants and other professionals in the determination of Final Net Working Capital; connection with this Agreement; (fvii) physical or bodily injuries to, or damage to the property of, third parties that occurred before the Closing Date to the extent caused all Debt (as defined by the physical condition Section 101(12) of the Assets; (g) liabilities (including accounts payableBankruptcy Code) owed by either Seller to any party; (viii) all Claims, except for Assumed Liabilities; (ix) all liabilities to employees of Seller who are not Transferred Employees as defined in Section 3.1.3, (x) any amounts payable to Wireless Matrix USA, Inc. (“Wireless Matrix”) in connection with, and pursuant to, the other Seller or any Affiliate termination of the Sellers on or before Asset Sale and Purchase Agreement dated June 6, 2006 (the Closing Date in respect of the Business“Wireless Matrix Agreement”), 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 between Wireless Matrix and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 ofSeller, or owned (xi) any liability or operated after the Closing Date obligation not expressly assumed 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementSection 2.1 hereof.

Retained Liabilities. The Sellers Upon the terms and subject to the conditions of this Agreement, Seller agrees to retain, and SJPC and Seller shall retain liability to third parties for defend, indemnify and hold harmless the Buyer Group in accordance with Article XI hereof from and against, all of the following liabilities and obligations of Seller and the Seller Affiliates (all such liabilities and obligations being herein referred to as the “"Retained Liabilities”"): (ai) Environmental Liabilities specified to Seller in Sections 11.05, 11.07, 11.08 and 11.09; (ii) upon the terms and subject to the conditions of Article VII, all liabilities or obligations for Taxes relating to, arising from disposal off-site of the 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) (Acquired Assets or the “Business which are incurred in or attributable to the Pre-Closing Tax Periods and the portion of Taxes allocated or apportioned to Seller Off Site Disposal Liability”)for Bridge Tax Periods; (biii) fines and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)all Intercompany Payables; (civ) liabilitiesexcept as specifically assumed by Buyer under Article VIII or imposed by operation of law, known all liabilities and obligations to employees of Seller whether or unknown, to not arising under 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”)Benefit Plans; (dv) liabilities, known or unknown, to the extent arising from Secured Indebtedness and the MTBE that was manufactured, sold, processed, used or stored by the 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”)Security Documents; (evi) all liabilities or obligations directly relating to any obligation under Excluded Assets; (vii) fifty percent (50%) of all Transfer Taxes; (viii) (other than those described in clause (i) each Assumed Contract, related above) all liabilities or obligations attributable to the rights under each Assumed Contract assigned Acquired Assets or the Business arising out of any action, suit or proceeding based upon an event occurring, a condition existing or a claim arising on or prior to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing 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 any indebtedness of either Seller in respect 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) 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 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 Date11.09; and (nix) 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, accounts payable related to the extent arising under current or prior applicable Law (except that, capital expenditures with respect to those liabilities arising under applicable common law, such liabilities shall be included without regard to whether there has been a change matters identified in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementSection 11.07.

Retained Liabilities. The Sellers Notwithstanding anything contained herein to the contrary, the Assumed Liabilities shall retain liability to third parties not include and the Seller shall remain liable for the following Liabilities of the Seller (collectively, the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site of the Facilities before PNC Indebtedness up to, but not exceeding, an aggregate amount equal to One Million Dollars ($1,000,000) and, in connection therewith, at the Closing Date the Seller shall remit to PNC, by wire transfer of Hazardous Materials originating from immediately available funds, the Facilities or amount of PNC Indebtedness retained by the JWWTP (including without limitation with respect to the Star Lake Canal site, EPA ID TX0001414341Seller under this Section 2.4(a) (the “Seller Off Site Disposal Liability”in complete satisfaction of its duties and obligations under this Section 2.4(a); (b) fines and penalties imposed by Governmental Entities for violations before Safeguard-DE Indebtedness up to, but not exceeding an aggregate amount equal to, One Million Four Hundred Thousand Dollars ($1,400,000) and, in connection therewith, at the Closing Date the Seller shall remit to Safeguard-DE, by wire transfer of Environmental Laws or Environmental Permits (immediately available funds, the “amount of Safeguard-DE Indebtedness retained by the Seller Environmental Fines under this Section 2.4(b) in complete satisfaction of its duties and Penalties Liability”obligations under this Section 2.4(b); (c) liabilitiesExcept for (i) the payment of the accrued dividends specified in Section 2.3(a)(i) hereof, known or unknown(ii) accrued unpaid interest in respect of the Safeguard-DE Indebtedness as of the Closing, and (iii) payments due and owing to Safeguard as of the extent arising Closing under the administrative services agreement described in Schedule 2.3(a) (it being understood that the aggregate amount due and owing from the exposure before Purchaser by reason of clauses (ii) and (iii) of this Section 2.4(c) shall not exceed $170,000), all Liabilities of DLB to Safeguard or Safeguard-DE in respect of the Closing Date of any employeeSeries A Preferred Stock Purchase Agreement, former employeethe Series A Preferred Stock, Independent Contractor the Warrant Agreements, 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”)otherwise; (d) liabilities, known or unknown, Liabilities of DLB to ▇▇. ▇▇▇▇▇▇▇▇ under the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)▇▇▇▇▇▇▇▇ Agreement; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License Liabilities of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller DLB in respect of the Assets, Stock Option Plan (including authorized payoffs to the extent not taken into account optionees in the determination of Final Net Working Capitalconnection therewith); (f) physical or bodily injuries to, or damage Bonus payments in the maximum aggregate amount of up to the property of, third parties that occurred before One Hundred Eighty Thousand Dollars ($180,000) awarded to certain key employees of DLB as an inducement for such employees to maintain their employment with DLB and become employees of Premier after the Closing Date pursuant to and in accordance with the extent caused terms and conditions of the resolution adopted by the physical condition Board of the AssetsDLB in connection therewith, a copy of which Board resolution is attached hereto as Schedule 2.4(f); (g) liabilities (including accounts payable) owed Any federal, state or local income tax payable by either the Seller to in connection with 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 Assetstransactions contemplated hereby; (h) liabilities for Liabilities of DLB to holders of its capital stock, solely in their capacity as stockholders, arising under the General Corporation Law of the State of Delaware in respect of (i) Taxes of either Seller not related to or associated with the Businessdividends, the Facilities or the other Assets, and (ii) Taxes related payments to or associated which such holders of capital stock are entitled in connection with the Business, the Facilities or the other Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before any liquidation of DLB after the Closing Date and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written)Date; (i) liabilities for any indebtedness Liabilities of either Seller or any Affiliate of either Seller with respect Recalmon and DLB to borrowed money, including any interest or penalties accrued thereonone another; (j) liabilities associated withExcept as otherwise disclosed in Schedules 2.3(a) or 2.3(e), related Liabilities of DLB Ltd. and DLB 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 Agreementone another; (k) liabilities arising Except as otherwise disclosed in connection with any Seller Benefit Plan Schedules 2.3(a) or ERISA Affiliate Plan2.3(e), Liabilities of Knightview and DLB to one another; (l) liabilities under any Except as otherwise disclosed in Schedules 2.3(a) or 2.3(e), Liabilities of the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, DLB-NJ and DLB to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the Closingone another; (m) liabilities set forth on Schedule 2.5(m), 4.10, or 4.11, in each case Liabilities of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and DLB to the extent attributable to periods of time before the Closing Dateone another; and (n) all other liabilities (other than those the subject matter of clauses (a) through (m) above Liabilities arising from or that are the subject of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known or unknown, relating 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementAmgen Dispute.

Retained Liabilities. The Except for executory obligations arising under the Assigned Contracts following the Closing Date not resulting from or relating to any breach, default, act or omission by any Seller on or prior to the Closing Date, the Sellers shall retain liability to third parties for retain, and pay and perform when due, and the following Buyer and Lander shall in no event assume, nor shall they be liable for, any obligations or liabilities of any Seller (such obligations and liabilities, the “Retained Liabilities”):). For avoidance of doubt, the Retained Liabilities shall include, without limitation, the following: (a) liabilities arising from disposal off-site any indebtedness of the 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 “Seller Off Site Disposal Liability”)Sellers; (b) fines and penalties imposed by Governmental Entities all liabilities or obligations for violations before Taxes of the Sellers with respect to the Brand Assets for any period, or any portion of any period, ending on or prior to the Closing Date of Environmental Laws or Environmental Permits (Date, except for Taxes for which the “Seller Environmental Fines Buyer is liable under Section 5.6 and Penalties Liability”)except as set forth in Section 5.13; (c) liabilities, known all obligations or unknown, liabilities relating to or arising out of 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”)Excluded Assets; (d) liabilitiesall liabilities and obligations of the Sellers (whether express or implied, fixed or contingent, known or unknown, ) existing or arising out of acts or omissions occurring prior to the extent Closing, including any liabilities or obligations arising from at any time (before or after the MTBE that was manufacturedClosing) to make payments under (i) Paragraph 3 (with respect to shortfalls in product purchases or capital recovery payments), sold(ii) Paragraph 5 (with respect to purchases of inventory) and (iii) Paragraph 19 (with respect to certain inventory costs) of the Baby Magic Supply Agreement, processeddated September 1, used or stored by the Sellers in conducting the Business before the Closing Date2000, excluding the Product Inventory comprised of MTBE conveyed to the Purchaser at the Closing between Seller B and CCL Custom Manufacturing, Inc. (the “Seller MTBE LiabilityCCL Agreement”); (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment all liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect obligations of the Assets, to the extent not taken into account in the determination Sellers under Environmental Laws or for violation of Final Net Working Capital;any Requirement of Law; and (f) physical any product liability relating to products under the Brands bearing a date code dated on or bodily injuries to, or damage prior to the property ofClosing Date. Notwithstanding any provision herein, third the parties agree that occurred before the Closing Date to the extent caused any returns by the physical condition customers of the Assets; (g) liabilities (including accounts payable) owed by either Seller to the other Seller or any Affiliate of the Sellers Brand product occurring 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) 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 (regardless of when such products were sold) shall relate exclusively 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 operation 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated Brands 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 all purposes of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary herein, Seller shall retain liability remain liable for, and Seller agrees to third parties for indemnify and hold harmless Buyer and each of the following other Buyer Indemnified Parties, in accordance with the provisions set forth in Section 10.3, from and against, any and all Covered Liabilities incurred by or asserted against any Buyer Indemnified Party, whether or not a claim is asserted prior to the Closing Date (the “Retained Liabilities”):except as provided in Section 2.7(b) and 2.7(c) hereof), arising from or relating to: (a) liabilities arising from disposal off-site any Environmental Liability to the extent such liability arises out of the Facilities before or in connection with any act or omission that occurred, or condition that existed, relating to a discontinued operation which was discontinued as of the Closing Date or assets no longer, as of Hazardous Materials originating from the Facilities Closing Date, used by the Company or any of the JWWTP (including without limitation with respect to Subsidiaries in the Star Lake Canal site, EPA ID TX0001414341) (conduct of the “Seller Off Site Disposal Liability”)Automotive Business; (b) fines any Environmental Liabilities to the extent (i) such liability arises out of or in connection with any act or omission that occurred, or condition that existed, relating to an operating business of the Company and penalties imposed by Governmental Entities for violations before (ii) Seller has received actual notice of claim with respect to such Environmental Liability prior to the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Date; (c) liabilitiesany warranty (express or implied), known recall or unknownother corrective action liability (a "Warranty Liability") in respect of (i) the matters set forth in Schedule 2.7 hereof and (ii) products manufactured by the Company or any Subsidiary prior to the date hereof and of which the Seller has received actual notice of claim prior to the date hereof; provided that, to the extent arising from that the exposure before Company continues to manufacture or sell such product after the Closing Date of any employeethe Covered Liabilities shall be equitably allocated between the Seller and the Company and provided, former employeefurther, Independent Contractor or former independent contractor of either that the Company shall cooperate with Seller or other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”);mitigate damages. (d) liabilities, known or unknown, the Pre-Closing Transactions. The liabilities set forth in Section 2.7(a) through Section 2.7(d) shall be referred to herein collectively as the "Retained Liabilities." Notwithstanding anything to the extent arising from contrary herein, Seller shall also retain, or any of Buyer, the MTBE that was manufacturedCompany or one or more of the Subsidiaries, soldas applicable, processed, used shall transfer and assign or stored by otherwise make available the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised benefits of MTBE conveyed to the Purchaser at the Closing (the “Seller MTBE Liability”); (e) any obligation under (i) each Assumed Contractany rights of indemnification against or rights of contribution from third parties, related including the right to the rights under each Assumed Contract assigned to the Purchaser under the Assignment enforcement thereof and Assumption Agreementany insurance, and (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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 4.11reserves, in each case to the extent attributable to periods of time before the Closing 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementRetained Liabilities.

Retained Liabilities. The Sellers Seller shall retain retain, and Buyer shall not -------------------- acquire or make any payments or otherwise discharge any liability to third parties for the following or obligation of Seller not specifically enumerated as an Assumed Liability at Section 1.6 ----------- herein (the “"Retained Liabilities”):") including the following: (a) all liabilities and obligations relating to or arising from disposal off-site out of personal injury claims and accounts payable affecting the ownership of the Facilities before Assets that arose prior to, or are attributable to periods of times or acts or omissions prior to, the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP First Effective Time (including without limitation with respect as to the Star Lake Canal siteFirst Tranche), EPA ID TX0001414341the Second Effective Time (as to the Second Tranche) and/or the Third Effective Time (as to the “Seller Off Site Disposal Liability”Third Tranche), as the case may be, of the respective Closings (other than those liabilities and obligations referred to in clauses (b) and (c) of the definition of Assumed Liabilities); (b) fines those liabilities and penalties imposed by Governmental Entities for violations before the Closing Date of Environmental Laws obligations that result in a credit or Environmental Permits (the “payment to Seller Environmental Fines and Penalties Liability”)under Section 6.5 herein; (c) liabilitiesall liabilities and obligations incurred in violation of, known or unknownarising out of or that are the subject matter of a breach of, to the extent arising from the exposure before the Closing Date covenants, representations or warranties 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”)under this Agreement; (d) liabilities, known or unknown, all liabilities and obligations under contracts and agreements to which the extent arising from Assets are subject on the MTBE that was manufactured, sold, processed, used or stored by date of this Agreement other than the 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”)Contracts; (e) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment all liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 obligations that occurred before the Closing Date to the extent caused result from a breach 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) 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 Assets as regards preferential rights, obligations and liabilities consents to assign and/or notices 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementtransfers.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary set forth in this Agreement, Borrower and Guarantor shall retain liability to third parties for remain liable for, and shall not be released from their respective obligations related to, the following matters (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site any warranty of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect title to the Star Lake Canal siteProject contained in the Deed, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Deed of Trust or in any other Settlement Documents or Loan Documents; (b) fines any failure of Borrower or Guarantor to comply with any of the representations, warranties, covenants, agreements and penalties imposed by Governmental Entities for violations before indemnities relating to environmental matters contained in the Closing Date Deed of Trust, the Environmental Laws Indemnity, the Guaranty or Environmental Permits any other Loan Documents and which failure occurs prior to the delivery of the Deed and possession of the Project to Lender (collectively, the “Seller Environmental Fines and Penalties LiabilityIndemnities”); (c) liabilitieswith respect to Guarantor only, known any and all obligations (including without limitation, any indemnification obligations) and liabilities arising or unknown, accruing under the Guaranty solely with respect to the extent arising from portion of the exposure before Guaranteed Obligations (as defined in the Closing Date Guaranty) related to clauses (b), (c), (e) or (z) of Paragraph 9 of the Note; provided, however, that (1) Guarantor’s Retained Liabilities under this Section 4(c) that relate solely to the obligations of the lessor under any employeeLease with respect to security deposits of tenants shall be limited to the Transferred Security Deposits (defined below), former employeeand (2) Guarantor’s Retained Liabilities under this Section 4(c) shall continue until December 31, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from2012, at or on the Site or the other Assets (the “Seller Exposure Liability”);after which such Retained Liabilities shall be released and discharged; and (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementSettlement Documents.

Retained Liabilities. The Sellers Purchaser shall retain liability not assume and shall not be responsible to third parties for pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Retained Liabilities”): (ai) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, known or unknown, any Liabilities to the extent arising from out of Seller’s ownership or operation of the exposure before Concentrates Business and the Acquired Assets prior to the Closing Date of except to the extent any employeesuch liability, former employee, Independent Contractor obligation 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 commitment constitutes an Assumed Liability”); (dii) liabilities, known or unknown, to the extent any Liabilities arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed relating 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) product returns or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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 4.11recalls, in each case to the extent attributable relating to periods products sold prior to the Closing Date but only to the extent such Liabilities exceed $25,000 in the aggregate, in which case Seller shall be responsible for only those Liabilities exceeding $25,000; (iii) any Liabilities to the extent arising out of time the Excluded Assets; (iv) all Indebtedness and Liabilities related to trade accounts payable to third parties in connection with the Concentrates Business that remain unpaid as of the Closing Date; (v) any Liabilities for Taxes (i) arising from, relating to, or with respect to, the Concentrates Business, the Acquired Assets or the Assumed Liabilities for any taxable period or portion thereof ending (or that is deemed to end pursuant to Section 6.6(b)) prior to the Closing Date (other than Asset Taxes in respect of which Tax Payments were made and acquired by Purchaser pursuant to this Agreement), (ii) of Seller (or its direct and indirect owners or predecessors) for any Tax period, including any income Taxes that arise as a result of the Contemplated Transactions, (iii) of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, which Taxes relate to an event, or transaction relating to (or entered into by) Seller (or its direct or indirect owners or predecessors), in each case, occurring before the Closing, (iv) arising from, or with respect to (A) any assets other than the Acquired Assets or (B) the operation by Seller of any business other than the Concentrates Business and/or (v) arising from any noncompliance with applicable bulk sale Laws; (vi) except as specifically provided in Section 6.8, any Liabilities of Seller to the extent arising out of the employment, or termination of employment, of any Employee prior to the Closing Date; and (nvii) all other liabilities (other than those any Liabilities or obligations of Seller arising or incurred in connection with the subject matter negotiation, preparation, investigation and performance 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial this 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 other Transaction Documents and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial Agreementtransactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “"Retained Liabilities”"): (ai) any liabilities and obligations of Seller primarily relating to any Retained Assets (other than as contemplated by Section 2.03(a)(x)); (ii) any payment obligations of Seller, including under Contracts, for goods delivered or services rendered prior to the Closing Date; (iii) (A) any Environmental Liability of Seller arising from disposal offout 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 any Off-site Site location, prior to the Closing Date, (B) any Environmental Liability of the Facilities before Seller arising out of or in connection with any Release or threatened Release of any Hazardous Substance on or after the Closing Date of Hazardous Materials originating 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 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 JWWTP Seller Consent Orders, except Assumed Consent Order Obligations; (including without limitation iv) any monetary fines (excluding (A) natural resource damages, (B) cleanup or remediation costs and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Seller in respect of the 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 Star Lake Canal site, EPA ID TX0001414341) (the “Transferring Employees for which Seller Off Site Disposal Liability”)is responsible pursuant to Article IX; (bvi) fines (A) any liabilities and penalties imposed 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, wrongful discharge or unfair labor practice claim by Governmental Entities for violations before any Transferring Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before out of or relating to acts or omissions of Seller prior to the Closing Date of Date; (vii) any employeeliabilities and obligations, former employeewith respect to the period prior to the Closing Date, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials fromfor the Prorated Items, at or on the Site or the other Assets (the “Seller Exposure Liability”calculated as set forth in Section 2.03(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising 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 accruing during 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date including Income Taxes attributable to income realized by Seller pursuant to the terms of, a Commercial transactions contemplated by this Agreement, the Purchaser’s ; (ix) any liabilities and obligations with respect to such asset thereunder for matters attributable to operations and transactions during the period arising after the Closingdate 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, it being understood that 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 respective rights, obligations and liabilities Ancillary Agreements or employed by Seller in connection with the performance of the Purchaser Ancillary Agreements ("Seller Assets"), regardless of whether the property damage or personal injury is caused by a Seller Indemnitee or a Buyer Indemnitee; and (xi) any liabilities and obligations under the Seller party thereto with Ancillary Agreements in respect to such matters will be governed solely by of the relevant Commercial AgreementRetained Assets.

Retained Liabilities. The Sellers Notwithstanding anything to the contrary set forth in Section 2.4, the J&J Divesting Entities shall retain liability to third parties for and be solely responsible for, and Purchaser shall not assume or in any way become liable for, the following Liabilities relating to the Business (the “"Retained Liabilities”"): (a) liabilities arising from disposal off-site of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect all Environmental Liabilities, other than Liabilities referred to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”in Section 2.4(g); (b) fines all Liabilities to suppliers or other third parties for materials and penalties imposed by Governmental Entities for violations before services incurred prior to or at the Closing Date of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”Closing, other than Liabilities referred to in Section 2.4(c); (c) liabilities, known all Liabilities arising out of or unknown, relating to the extent arising from the exposure before return of any Product sold prior to the Closing Date of (provided that Purchaser agrees that it shall not initiate or encourage any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person to Hazardous Materials from, at or on such returns outside what is customary in the Site or the other Assets (the “Seller Exposure Liability”trade without J&J's prior written consent); (d) liabilities, known or unknown, all Liabilities to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before the Closing Date, excluding the Product Inventory comprised of MTBE conveyed related to the Purchaser at the Closing (the “Seller MTBE Liability”)Excluded Assets; (e) all Liabilities of any obligation under (i) each Assumed Contract, related J&J Divesting Entity to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalother J&J Divesting Entity; (f) physical all Liabilities with respect to any current or bodily injuries to, former employee of J&J or damage to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition any of the Assetsits Affiliates; (g) liabilities all Liabilities related to (including accounts payablei) owed by either Seller Income Taxes and other Taxes related to the other Seller or any Affiliate of the Sellers on or before the Closing Date in respect of the Business, other than Liabilities referred to in Section 2.4(g), and (ii) except to the Facilities or any other Assets;extent provided under Section 2.9(a), Transfer Taxes attributable to the transfer of the Purchased Assets pursuant to this Agreement; and (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) 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, except to the extent arising from any 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 specifically assumed by Purchaser pursuant to the extent attributable to periods of time before the Closing Date; and (n) all other liabilities (other than those the subject matter of clauses (a) through (mf) above or that 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 are the subject of clause (a) above, and Liabilities related to Taxes, which are the Sellers’ representations and warranties in Article IV and subject of clause (g) above) arising out of or relating to the Sellers’ covenants in Article VI)Products, known the Business or unknownthe Purchased Assets, including the use, ownership, possession, operation, occupancy, sale or lease of the Purchased Assets, but only to the extent arising under current such Liabilities are attributable to any action, omission, performance, non-performance, event, condition or circumstance 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 change in the common law after or at the Closing) from the ownership, operation or use of the Business, 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 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.

Retained Liabilities. The Sellers Subject to the terms and conditions of this Agreement and of any Ancillary Agreement, other than the Assumed Liabilities, Seller and its Affiliates shall retain liability to third parties and be responsible for the following following, except, in each case, to the extent such Liability arises out of Buyer’s negligence, misconduct or breach of this Agreement or any Ancillary Agreement (the in which case such Liability shall be treated as an Assumed Liability) (collectively, “Retained Liabilities”): 3.2.1 all Liabilities arising out of or relating to any Legal Proceedings commenced before or after the Closing Date, irrespective of the legal theory asserted, arising from the Manufacture, advertising, marketing, distribution, sale or use of the Products before the Closing Date; 3.2.2 all Liabilities arising out of or relating to any Legal Proceedings commenced after the Closing Date, irrespective of the legal theory asserted, arising from any sales of Products by Seller or its Affiliates following Closing Date pursuant to Section 2.5 of this Agreement; 3.2.3 all Liabilities arising out of or relating to any return of the Products sold by Seller or its Affiliates either (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines on or after the Closing Date pursuant to Section 2.5 of this Agreement; 3.2.4 all other Liabilities and penalties imposed by Governmental Entities for violations obligations that arise out of or are related to the Purchased Assets or Products attributable to occurrences and circumstances arising (a) before the Closing Date; or (b) on or after the Closing Date related to any Manufacture of Environmental Laws Products by Seller or Environmental Permits (its Affiliates or sales made by Seller and its Affiliates following the “Seller Environmental Fines and Penalties Liability”)Closing Date pursuant to Section 2.5 of this Agreement; 3.2.5 all Liabilities for Taxes (a) arising out of or relating to the ownership of the Purchased Assets in any taxable period, or a portion thereof, prior to the Closing Date; (b) arising out of any Product sales made by Seller or its Affiliates to Third Parties following the Closing Date pursuant to Section 2.5 of this Agreement; or (c) liabilities, known relating to any activity of Seller or unknown, its Affiliates unrelated to the Purchased Assets; 3.2.6 all Liabilities to the extent arising from the exposure before Excluded Assets; 3.2.7 all Liabilities under the Closing Date Intellectual Property Agreements resulting from Seller’s breach of such Intellectual Property Agreements prior to the date of assignment, if any, of such Intellectual Property Agreement pursuant to Section 2.4 above; 3.2.8 all Liabilities arising out of any employee, former employee, Independent Contractor of Seller’s Contracts with Third Parties that are specific to the Products; and 3.2.9 all other Liabilities arising out of or former independent contractor of either Seller or other Person relating to Hazardous Materials from, at or on the Site or the other Purchased Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from such Liabilities relate to the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before period prior to 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 . The Parties agree 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) 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 neither Buyer nor any of the CBAs its Affiliates shall assume or be deemed to have assumed any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementRetained Liabilities.

Retained Liabilities. The Sellers shall retain liability Notwithstanding anything contained in this Agreement to third parties the contrary and regardless of whether such Liability is disclosed herein or on any schedule or exhibit hereto, except for the following Assumed Liabilities, Buyer will not assume or be liable for any liabilities of Seller or any other Person, regardless of whether relating to the Digitran Business or the Purchased Assets, and in each case, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the “Retained Liabilities”):). Seller shall retain and shall be responsible for paying and satisfying the Retained Liabilities including, but not limited to, the following: (a) liabilities all Liabilities arising from disposal off-site out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Contracts to be transferred to Buyer as set forth in Section 2.1(g) which are not assigned to the Star Lake Canal siteBuyer because necessary consents to such assignment have not been obtained; provided, EPA ID TX0001414341) (however, that Buyer shall be responsible for paying and satisfying all such Liabilities to the “Seller Off Site Disposal Liability”)extent that Buyer has received the benefit of such Contracts notwithstanding such lack of assignment; (b) fines and penalties imposed by Governmental Entities for violations before the Closing Date any Liability of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)arising out of a breach of its obligations under this Agreement; (c) liabilitiessubject to Section 2.3(b), known any Liabilities in connection with or unknownrelating to actions, suits, judgments, litigation, assessments, proceedings, investigations or claims relating to periods and arising out of events occurring prior 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”)Date; (d) liabilities, known or unknown, all Liabilities which are (i) related to the extent arising from operation of the MTBE that was manufactured, sold, processed, used or stored Digitran Business by the Sellers in conducting the Business before Seller prior to the Closing Date, excluding the Product Inventory comprised of MTBE conveyed or (ii) accrued in accordance with GAAP prior to the Purchaser at Closing with respect to (x) the Closing Contracts or (y) an occurrence related to the “Seller MTBE Liability”)Digitran Business which occurred prior to the Closing; (e) all Liabilities of Seller arising out of or in connection with employment related claims for benefits of any obligation under kind by the employees of the Digitran Business arising out of any occurrence prior to the Closing including, but not limited to, (i) each Assumed Contractany earned account, related vacation, holiday pay or any other fringe benefits provided by Seller to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreementsuch employees, (ii) each License of either any health, disability, bonuses, compensation or life insurance coverage or medical benefits provided by Seller included in the Assetsto such employees, and (iii) each JWWTP Agreement, related any severance pay or other termination benefits due from Seller to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment such employees and (JWWTP Agreements); iv) obligations of Seller set forth in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalSection 7.5; (f) physical any Liabilities caused by any Product shipped by Seller or bodily injuries XCEL Japan in the operation of the Digitran Business prior to the Closing, including, but not limited to, Liabilities for death, bodily injury or damage property damage, and any Liability for recalls of any Products produced, sold or distributed prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition of the AssetsClosing; (g) liabilities (including accounts payable) owed by either all Liabilities of any unfunded vested benefit liability to any Multi-Employer Pension Plan to which 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 Assetsmade contributions; (h) liabilities for (i) Taxes of either Seller not any Liability 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)Benefit Plan of Seller; (i) liabilities for any indebtedness Liability arising out of either Seller or the failure to comply with any Affiliate of either Seller with respect to borrowed money, including any interest or penalties accrued thereonapplicable bulk transfer law; (j) liabilities associated with, any Environmental Health and Safety Liabilities related to or arising from any Excluded Asset, excluding, in the case operation of an Excluded Asset that is the subject of, or owned or operated after the Closing Date pursuant Digitran Business by Seller prior 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 Planthe Potential AQMD Permit Liability; (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 act or omission of either Seller or any Affiliate of either Seller before the ClosingPotential Sierra Circuits Liability; (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 Potential Clean Room Liability; (n) the Closing DatePotential BKK Environmental Liability; and (no) all other liabilities (other than those the subject matter Liabilities 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, Seller relating 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 Digitran Business not included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementAssumed Liabilities.

Retained Liabilities. The Sellers Notwithstanding anything else to the contrary in this Agreement, Buyer does not hereby and shall retain liability not assume or in any way undertake to third parties pay, perform, satisfy or discharge any liabilities of NSC or the Members existing before, on or after the Closing Date or arising out of any transactions entered into, or any state of facts existing, before, on or after the Closing Date, and whether or not related to or arising out of any of the Purchased Assets, except for the following Assumed Liabilities (the “"Retained Liabilities”):"). Without limiting the foregoing, the term "Retained Liabilities" shall include, except to the extent specifically listed on the Final Purchased Balance Sheet, any and all of the following: (a) liabilities arising from disposal off-site Liabilities, including accounts or notes payable, of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities NSC (i) to any Affiliate; (ii) for or the JWWTP (including without limitation in connection with any dividends, distributions, redemptions, or security rights with respect to any security of NSC; (iii) to indemnify NSC's officers, directors, employees or agents; (iv) for unpaid bonuses and vacation time to the Star Lake Canal siteextent not accrued on the Final Purchased Balance Sheet; or (v) arising out of any transaction affecting NSC or obligations incurred by NSC's officers, EPA ID TX0001414341) (directors, employees or agents after the “Seller Off Site Disposal Liability”)Closing; (b) fines and penalties imposed by Governmental Entities for violations before Liabilities expressly identified elsewhere in this Agreement as being the Closing Date responsibility of Environmental Laws NSC or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”)Members; (c) liabilitiesLiabilities for any Taxes of NSC, known whether or unknownnot by reason of, or in connection with, the transactions contemplated by this Agreement, including (i) any Taxes arising as a result of NSC's operation of its Business or ownership of the Purchased Assets prior to the Closing Date, (ii) any Taxes (other than Transfer Taxes to the extent arising from such Transfer Taxes are the exposure before responsibility of Buyer pursuant to Section 10(a) of this Agreement) that will arise as a result of the Closing Date sale of the Purchased Assets pursuant to this Agreement and (iii) any deferred Taxes of NSC 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”)kind; (d) liabilities, known or unknown, Liabilities attributable to the extent arising from Excluded Assets, including liabilities (i) that are incurred outside the MTBE ordinary course of business or not consistent with past practice, or (ii) that was manufactured, sold, processed, used or stored by are contingent in nature and not both clearly disclosed on the Sellers Schedules to this Agreement and specifically identified 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”)Section 1.5; (e) Liabilities to, under or with respect to any obligation NSC benefit plan (other than accrued vacation, personal days, sick leave, paid time off and similar matters reflected on the Final Purchased Balance Sheet) and the administration of any NSC benefit plan, or relating to payroll, workers' compensation liabilities, unemployment benefits, disability and occupational diseases of or with respect to employees or former employees of NSC, under (i) each Assumed Contractany employment, related severance, retention, change of control or termination agreements with any employee of NSC or any of its Affiliates, or arising out of or relating to any employee grievance whether or not the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalaffected employees are hired by Buyer; (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 AssetsLiabilities under any written employment agreement; (g) liabilities (Liabilities of NSC for or arising out of any indebtedness, including accounts payable) owed by either Seller indebtedness referred to the other Seller or disclosed on Schedule 4.14 and including any Affiliate of the Sellers on or before the Closing Date in respect of the Business, the Facilities Contract giving rise to any indebtedness or any other AssetsContract not expressly assumed by Buyer; (h) liabilities for (i) Taxes of either Seller not related Liabilities relating to any pending or associated with threatened legal proceedings that exist prior to the BusinessClosing Date, 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 including those set forth on or before Schedule 4.17 and any legal proceedings that arise after the Closing Date and (iii) payments under that relate to transactions entered into, or any Tax allocationstate of facts existing, sharing or similar agreement (whether oral or written)prior to the Closing Date; (i) liabilities for Liabilities, including penalties, fines, levies and assessments, arising out of any indebtedness of either Seller violation or breach of, or noncompliance with, any Contracts, Governmental Approvals or legal requirements by NSC or any Affiliate other person acting as agent for or on behalf of either Seller with respect to borrowed money, including any interest or penalties accrued thereonNSC; (j) liabilities associated withLiabilities of NSC arising out of or relating to (i) any violation of or noncompliance with any Environmental Law occurring prior to the Closing Date by NSC or any other person for whose conduct NSC is legally responsible, related (ii) the ownership or operation of the facilities by NSC prior to or arising from the Closing Date, including the migration of any Excluded Asset, excluding, in the case of an Excluded Asset that is the subject of, or owned or operated such condition after the Closing Date pursuant Date, (iii) the presence of any Contaminant at the facilities prior to the terms ofClosing Date as a result of NSC's actions or omissions, a Commercial Agreement(iv) any hazardous activity conducted by NSC or any other person acting as agent for or on behalf of NSC, the Purchaser’s liabilities (v) any Release by NSC or any other person acting as agent for or on behalf of any of NSC on any other property, and obligations with respect (vi) any environmental remedial action required 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 taken by the relevant Commercial AgreementNSC; (k) liabilities arising in connection with Liabilities for products liability for all products leased, sold, shipped, distributed, assembled or manufactured by, or any Seller Benefit Plan services provided by, NSC; and for all express warranties that exceed $5,000 per claim and implied warranties for all products shipped, distributed, or ERISA Affiliate Planassembled by, or any services provided by, NSC; (l) Losses arising from legal liabilities under any of the CBAs for negligent acts by NSC on or any other collective bargaining agreement or other labor arrangement, including any grievances, prior to the extent arising from any act or omission of either Seller or any Affiliate of either Seller before the ClosingClosing Date; (m) liabilities set forth Liabilities based on Schedule 2.5(m), 4.10, acts or 4.11, in each case to the extent attributable to periods omissions of time before NSC occurring after the Closing Date; and (n) all other liabilities (other than those the subject matter Liabilities of clauses (a) through (m) above or that are the subject any of the Sellers’ representations and warranties in Article IV and the Sellers’ covenants in Article VI), known Members 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreementtheir Affiliates.

Retained Liabilities. The Sellers shall Seller and its Affiliates retain liability and will be responsible for all Liabilities of Seller that arose prior to third parties for the following date of this Agreement, except to the extent any such Liabilities constitute Assumed Liabilities (such residual Liabilities, the “Retained Liabilities”):), including: (a) liabilities subject to Section 2.05(b), all Liabilities arising from disposal off-site out of or relating to lawsuits and claims, irrespective of the Facilities legal theory asserted, regardless of when such lawsuit or claim was commenced or made, that arose from the development, commercialization, manufacture, packaging, import, marketing, labeling, distribution, sale or use of the Products or the use or possession of the Purchased Assets, in each case, by Seller or its Affiliates prior to the date of this Agreement, provided that, in no event shall Seller or its Affiliates have any liability in respect of actions or omissions of Purchaser or its Affiliates on or after the date of this Agreement (including Purchaser’s or its Affiliates’ commercialization, manufacture, packaging, importation, marketing, labeling, distribution, sale or use of the Products or Purchased Assets that were designed or developed before the Closing Date 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 “Seller Off Site Disposal Liability”this Agreement); (b) fines all Liabilities arising out of or relating to the Products (including product liability claims, including claims alleging defects in the Products and penalties imposed by Governmental Entities for violations before claims involving the Closing Date death of Environmental Laws or Environmental Permits (injury to any individual relating to the “Products), to the extent that such claims were commenced, made or asserted in writing to Seller Environmental Fines and Penalties Liability”)prior to the date of this Agreement; (c) liabilitiessubject to Section 2.04(c), known all Liabilities to third-party customers, third-party suppliers or unknownother third parties for the Products, materials and services, to the extent arising from relating to 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 Products 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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) 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, the Facilities and the Purchased Assets, in each case, before arising prior to the Closing Date, excludingdate of this Agreement; (d) 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, in each case, sold by Seller or its Affiliates prior to the case date of an Excluded Asset that is the subject ofthis Agreement, regardless of whether such Liabilities arose prior to or owned or operated after the Closing Date pursuant date of this Agreement; (e) all Liabilities to the terms ofextent related to the Excluded Assets; (f) all Liabilities for Excluded Taxes; and (g) all Liabilities to the extent related to (i) the Retained Employees and the Former Employees, a Commercial Agreement(ii) all Employee Benefit Plans, the Purchaser’s liabilities and obligations with respect (iii) any Transferred Employee prior to such asset thereunder for matters attributable to operations Transferred Employee’s commencement of employment with Purchaser, including all salaries, bonuses (payable) and transactions during the period after the Closingaccrued paid time-off (other similar benefits), it being understood that the respective rights, obligations and liabilities of the Purchaser and the Seller party thereto along with respect any payment or payroll Taxes related to such matters will be governed solely by the relevant Commercial Agreementamounts.

Retained Liabilities. The Sellers Buyer shall retain liability not assume or be obligated to third parties for pay, perform or otherwise discharge the following liabilities or obligations (the “Retained Liabilities”"RETAINED LIABILITIES"): (ai) any liabilities arising from disposal off-site and obligations of Sellers primarily relating to any Retained Assets; (ii) any liabilities and obligations of Sellers under the Contracts for (A) goods and fuels delivered or services rendered prior to or on the Closing Date, and (B) breaches by any of the Facilities before Sellers of its obligations thereunder occurring prior to or on the Closing Date; (iii) (A) any cost of environmental remediation or natural resource damages in connection with the Release or threatened Release of Hazardous Substances that were disposed of by or on behalf of Sellers at any Off-Site location prior to or on the Closing; (B) any Environmental Liability of Sellers arising out of or in connection with any Release or threatened Release of any Hazardous Substance following the Closing Date of Hazardous Materials originating from the Seller Facilities or any equipment owned or used by Sellers that is located on Buyer Real Estate, (C) any liability of Sellers in respect of any bodily injury claim relating to the JWWTP actual or alleged exposure of a third party to asbestos at the Auctioned Assets prior to or on the Closing Date but only if such claim has been filed prior to or on the Closing Date in a state or federal court having jurisdiction to hear such claim (including without limitation the claims described in clause (C) above are the "RETAINED ASBESTOS-RELATED CLAIMS"), and (D) the liabilities and obligations relating to the Auctioned Assets under the Seller Consent Orders, except the Assumed Consent Order Obligations; (iv) any monetary fines, punitive damages, penalties and interest thereon (excluding (A) natural resource damages, (B) clean up or remediation costs, and (C) other costs of a similar nature) imposed by a Governmental Authority to the extent arising out of or relating to acts or omissions of Sellers in respect of the Auctioned Assets prior to or on the Closing Date; (A) all wages, pensions, benefits, severance pay, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees to the extent arising or accruing prior to or on the Closing Date and (B) all other liabilities and obligations with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”)Transferred Employees for which Sellers are responsible pursuant to Article IX; (bvi) fines any liabilities and penalties imposed obligations (A) in respect of any personal injury or property damage claim (other than any Environmental Liabilities which are Assumed Obligations pursuant to Section 2.3(a)(iii) above) relating to the Auctioned Assets or (B) in respect of any actual or alleged discrimination, wrongful discharge, violations of any collective bargaining agreements, contested claims for pension or welfare benefits, contested unemployment insurance claims, unfair labor practice, harassment, retaliation, constructive termination or any similar claim by Governmental Entities for violations before any Transferred Employee, in the Closing Date case of Environmental Laws or Environmental Permits each of the foregoing clauses (the “Seller Environmental Fines A) and Penalties Liability”(B); (c) liabilities, known or unknown, to the extent arising from the exposure before the Closing Date out of any employee, former employee, Independent Contractor or former independent contractor relating to acts or omissions of either Seller or other Person Sellers prior to Hazardous Materials from, at or on the Site Closing Date; (vii) any liabilities and obligations, with respect to periods prior to or on the other Assets (Closing Date, for the “Seller Exposure Liability”Prorated Items, calculated as set forth in Section 2.3(a)(viii); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”); (eviii) any obligation under (i) each Assumed Contract, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment liabilities and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller obligations in respect of the Assets, Taxes (other than Prorated Items) attributable to the extent not taken into account in the determination of Final Net Working Capital; (f) physical Auctioned Assets arising 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 accruing during taxable periods (or portions thereof) ending on or before the Closing Date Date; (ix) any liabilities and obligations for money borrowed relating to a Permitted Exception (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or writtenexcept to the extent expressly included as an Assumed Obligation); (ix) 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 arising after the Closing, it being understood date of this Agreement in respect of which Sellers have provided pursuant to Section 7.1(d)(ii) that the respective rights, such liabilities and obligations and liabilities of the Purchaser and the Seller party thereto with respect to such matters will shall not be governed solely assumed or retained 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 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 DateBuyer; and (nxi) 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the Purchaser’s any liabilities and obligations with of Sellers under the Ancillary Agreements in 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 AgreementRetained Assets.

Retained Liabilities. The Sellers shall retain liability to third parties Except for the following Assumed Liabilities, Purchaser shall not assume and hereby expressly disclaims any assumption of any other Liabilities of Seller, whether or not related to the Aesthetics Business (the “Retained Liabilities”):), including, but not limited to, any liabilities (except for the liabilities specifically described in clauses (i) — (vi) of Section 1.3(a)) relating to or arising out of: (ai) liabilities arising from disposal off-site The ownership, use or possession of the Facilities Purchased Assets and operation of the Aesthetics Business on or 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 “Seller Off Site Disposal Liability”)Effective Time; (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included Liabilities first arising in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect ordinary course 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 Aesthetics Business on or before the Closing Date in respect of under the Business, the Facilities or any other AssetsAssigned Contracts; (hiii) liabilities for Seller’s Retained Environmental Liabilities; (iiv) All Liabilities with respect to those employees of the Subsidiaries to be employed by Seller after the Closing Date, as identified in Schedule 1.3(b) (the “Retained Employees”) whether such Liabilities arise under (A) the Acquired Rights Directive (77/187/EEC); or (B) UK or French legislation implementing the Acquired Rights Directive into national law; or (C) otherwise; (v) Any Taxes of Seller, any Income Taxes of any Subsidiary arising after application of its NOL Threshold or other Taxes of any Subsidiary, including any liability for Taxes arising from or attributable to Seller’s operation of the Aesthetics Business or use or ownership of the Purchased Assets (other than Taxes attributable to either Seller not related to or associated with of 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 Subsidiaries for taxable periods (or portions thereof) ending on or before prior to the Closing Date to the extent that they are reflected in the Final Subsidiary Closing Balance Sheet) for all taxable periods (or portions thereof) ending on or prior to the Closing Date, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) 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 withTransfer Taxes, related if any, and Straddle Period Taxes attributable 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 Seller pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities Sections 4.2(c) 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 4.2(e) of the Purchaser and the Seller party thereto with respect to such matters will be governed solely by the relevant Commercial this Agreement; (kvi) liabilities All amounts owed under any Contract disclosed in Section 2.24 of the Disclosure Schedule; (vii) Any Liabilities under any Contracts other than the Assigned Contracts and any Liabilities arising from or in connection with any breach, violation, default or failure of performance of Seller Benefit Plan or ERISA Affiliate Planany third party under the Assigned Contracts prior to the Closing Date; (lviii) liabilities under any All Liabilities, obligations and responsibilities of the CBAs Seller arising out of or any other collective bargaining agreement or other labor arrangement, including any grievances, relating to the extent arising from any 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 DateAncillary Agreements; and (nix) all other liabilities All Liabilities arising out of Section 4.2(a) (other than those the subject matter relating to “lump sum payment” obligations of clauses (aSeller) through (m) above or under that are the subject of the Sellers’ representations certain Non-Exclusive Patent License between Seller and warranties in Article IV and the Sellers’ covenants in Article VI)Palomar Medical Technologies, known or unknowndated October 18, 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Agreement2006.

Retained Liabilities. The Sellers Purchaser does not agree to assume and shall retain liability not become liable for any Liabilities of Seller that are not specifically Assumed Liabilities whether or not related to third parties for the following Business or the Purchased Assets, and those Liabilities that are not specifically Assumed Liabilities shall be retained by the Company (collectively, the “Retained Liabilities”):). The Retained Liabilities include, without limitation, any Liability of Seller, whether arising before or after the Closing, relating to, in connection with, arising from or related to: (ai) liabilities arising from disposal off-site the Excluded Assets; (ii) the operation of the Facilities before Business and the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation Purchased Assets with respect to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”); (b) fines and penalties imposed by Governmental Entities for violations any periods before the Closing Date Closing, including, without limitation (A) claims relating to the provision of Environmental Laws professional services or Environmental Permits any Products at any time before the Closing, (the “Seller Environmental Fines B) expenses for utilities, taxes, and Penalties Liability”); (c) liabilitiessimilar items payable on a monthly, known annual, or unknown, periodic basis to the extent arising from the exposure related to periods on or before the Closing Date of any employeeClosing, 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 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”); (eC) any obligation under (i) each Assumed Contract, fees related to the rights under each Assumed Contract assigned to sale or license of the Purchaser under Products before the Assignment and Assumption AgreementClosing, (iiD) each License all Accounts Payable (including any invoices or bills issued to Seller regardless of either Seller included in the Assetswhether they are dated on, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) after or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 they relate to services received before the physical condition of Closing or goods used before the AssetsClosing) and (E) any Liabilities for commissions payable with respect to sales made on or before the Closing; (giii) liabilities any (including accounts payableA) owed by either Seller to the other Seller or Liabilities under any Affiliate of the Sellers Assumed Contract arising on or before the Closing Date in respect Date, (B) Accounts Payable not set forth on Schedule 1.2(a) and (C) any Liabilities under any of the Business, Excluded Agreements whether arising before or after the Facilities or any other AssetsClosing Date; (hiv) liabilities for (i) Taxes any of either Seller not related to or associated with Seller’s other business and operations other than the Business; (v) any obligations between and among Seller and its Affiliates or a Related Person; (vi) any obligation of Seller with respect to its current or former Business Employees, employees, agents, or independent contractors accruing on or before the Closing relating to their employment or service (or termination thereof), including all wages, bonus, and fringe benefits, all vacation, holiday, sick pay, and other paid time off, all workers’ compensation obligations, and all severance pay or similar obligations resulting from Seller’s consummation of the transactions contemplated by this Agreement, including the termination of any employees in connection therewith; (vii) Employee Plans, as well as COBRA coverage for any Business Employees not being hired by Purchaser following the Closing or former Business Employees or employees of Seller who are currently on COBRA coverage and entitled to COBRA coverage under applicable Law following the Closing, and, to the extent required by applicable law, the Facilities acquisition or funding of a health plan to fully satisfy any such COBRA obligations to such employees; (viii) any Liabilities of Seller under or arising out of this Agreement or the other Acquisition Documents; (ix) all Seller Transaction Expenses; (x) any Liability of Seller for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other Person serving in a fiduciary capacity at the request of) Seller or any of its Affiliates based upon an actual or alleged breach of fiduciary duty of such Person; (xi) any Taxes with respect to the Purchased Assets, (ii) Taxes related to or associated with the BusinessSeller, the Facilities or the other Assets transactions contemplated hereby for, or the Assumed Liabilities for taxable relating to, all Tax periods (or portions thereof) ending on or before the Closing Date, and the pre-Closing Date and (iii) payments under portion of any Tax allocationperiods including the Closing Date, sharing including, without limitation, all liabilities for Taxes imposed as a result of Section 1.1502-6 of the Treasury Regulations, and any analogous state, local, or similar agreement (whether oral foreign tax provision by reason of transactions or written)events occurring on or before the Closing Date; (ixii) liabilities for any indebtedness Liabilities arising out of either incidents, occurrences, actions, or failures to act by or pertaining to Seller, which occurred before the Closing, including, without limitation, Liabilities arising from (A) the sale or provision of any goods, services, or Products by Seller (including, without limitation, any warranty obligations (express or implied) with respect thereto, whether or not contained in an Assumed Contract assigned to Purchaser hereunder), (B) any failure or alleged failure by Seller to comply with any Law or (C) any pending or threatened litigation or administrative or governmental proceedings or investigations which involve Seller and have arisen or may arise from such actions or omissions; (xiii) any liability or obligation with respect to any Products that were marketed or sold or any Affiliate development, modification, or use of either any Intellectual Property before the Closing, including product liability, infringement, or misappropriation claims and any related claims and litigation arising before, on or after the Closing Date; (xiv) any Liabilities of Seller arising out of any matters occurring, or obligations incurred, on or after the Closing, except for the Assumed Liabilities; (xv) any Liabilities arising out of any Seller Stockholder Matter; (xvi) any Liability of Seller with respect to borrowed moneyany Indebtedness; provided, including any interest or penalties accrued thereon; (j) liabilities associated withhowever, related that Seller acknowledges the Outstanding Liabilities owed 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 and Purchaser’s liabilities and obligations with respect rights to such asset thereunder for matters attributable to operations and transactions during credit bid 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 act or omission of either Seller or any Affiliate of either Seller before the Closing; (m) liabilities Credit Bid Amount as 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 DateSection 1.3 hereof; and (nxvii) any Liabilities arising out of any Proceeding pending or threatened prior to Closing. It is expressly agreed that all other liabilities (other than those Retained Liabilities shall remain and be 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)debts, known or unknownobligations, 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 Seller, and Purchaser shall have no liability or responsibility for any of the debts, obligations, or liabilities arising therefrom, and Seller shall indemnify and hold Purchaser and the Seller party thereto with respect to harmless for all such matters will be governed solely by the relevant Commercial AgreementRetained Liabilities.

Retained Liabilities. Except as expressly limited in this Article III, after the Effective Date, KPMG shall, to the extent KPMG is obligated as of the Effective Date, continue to be obligated to pay, perform, comply with and discharge all Liabilities (whether arising on, before or after the Effective Date) of KPMG or its Subsidiaries or any of their predecessor companies, businesses or divisions, relating to, resulting from or arising out of the present, past or future operations or conduct of the Retained Business (whether accrued, unrecorded, absolute, known or unknown, contingent or otherwise, and whether due or to become due). The Sellers shall retain liability Liabilities to third parties for be retained by KPMG as described in this Section 3.4 are referred to in this Agreement collectively as the following (the “"Retained Liabilities”):." Without limiting the generality of the foregoing, except as otherwise provided herein, the Retained Liabilities will include the following: (a) liabilities arising from disposal off-site of All warranty, performance and similar obligations entered into or made by KPMG prior to the Facilities before the Closing Effective 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) (services of the “Seller Off Site Disposal Liability”)Retained Business; (b) fines All Liabilities of KPMG related to any and penalties imposed by Governmental Entities for violations before all Actions asserting a violation of any law, rule or regulation (including common law) related to or arising out of the Closing operations or conduct of the Retained Business or the ownership or use of the assets in the Retained Business, whether arising before, on or after the Effective Date of Environmental Laws or Environmental Permits (and the “Seller Environmental Fines and Penalties Liability”)Liabilities relating to any KPMG Assumed Actions; (c) All Liabilities of KPMG arising under (i) CERCLA and any other federal, state or local laws regarding the management, control and cleanup of hazardous materials (including off-site waste disposal liabilities) or (ii) the Occupational Safety and Health Act or similar state laws or regulations, known in either case relating to or unknown, to arising out of the extent arising from operations or conduct of 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 Retained Business or the other Assets (ownership or use of the “Seller Exposure Liability”)Excluded Assets, whether before, on or after the Effective Date; (d) liabilities, known All Liabilities assumed or unknown, retained by KPMG or any of its Subsidiaries pursuant to this Agreement or any of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)Ancillary Agreements; (e) any obligation under (i) each Assumed ContractAll Liabilities relating to, related to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) resulting from or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect arising out of the Assets, ownership or use of the Excluded Assets to the extent not taken into account in they arise out of the determination use of Final Net Working Capital;such assets in, or for the benefit of, the Retained Business; and (f) physical or bodily injuries to, or damage The Liabilities related 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) 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 Consulting Business determined pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities Sections 3.6 and obligations with respect 3.7 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 retained 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementKPMG.

Retained Liabilities. The Sellers Subject to the terms and conditions of this Agreement and of any Ancillary Agreement, other than the Assumed Liabilities, Seller and its Affiliates shall retain liability to third parties and be responsible for the following following, except, in each case, to the extent such Liability arises out of Buyer’s negligence, misconduct or breach of this Agreement or any Ancillary Agreement (the in which case such Liability shall be treated as an Assumed Liability) (collectively, “Retained Liabilities”):): ​ 3.2.1 all Liabilities arising out of or relating to any Legal Proceedings commenced before or after the Closing Date, irrespective of the legal theory asserted, arising from the Manufacture, advertising, marketing, distribution, sale or use of the Products before the Closing Date; ​ 3.2.2 all Liabilities arising out of or relating to any Legal Proceedings commenced after the Closing Date, irrespective of the legal theory asserted, arising from any sales of Products by Seller or its Affiliates following Closing Date pursuant to Section 2.5 of this Agreement; ​ ​ ​ ​ 3.2.3 all Liabilities arising out of or relating to any return of the Products sold by Seller or its Affiliates either (a) liabilities arising from disposal off-site of the 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 “Seller Off Site Disposal Liability”); (b) fines on or after the Closing Date pursuant to Section 2.5 of this Agreement; ​ 3.2.4 all other Liabilities and penalties imposed by Governmental Entities for violations obligations that arise out of or are related to the Purchased Assets or Products attributable to occurrences and circumstances arising (a) before the Closing Date; or (b) on or after the Closing Date related to any Manufacture of Environmental Laws Products by Seller or Environmental Permits its Affiliates or sales made by Seller and its Affiliates following the Closing Date pursuant to Section 2.5 of this Agreement; ​ 3.2.5 all Liabilities for Taxes (a) arising out of or relating to the “ownership of the Purchased Assets in any taxable period, or a portion thereof, prior to the Closing Date; (b) arising out of any Product sales made by Seller Environmental Fines and Penalties Liability”); or its Affiliates to Third Parties following the Closing Date pursuant to Section 2.5 of this Agreement; or (c) liabilities, known relating to any activity of Seller or unknown, its Affiliates unrelated to the Purchased Assets; 3.2.6 all Liabilities to the extent arising from the exposure before Excluded Assets; 3.2.7 all Liabilities under the Closing Date Intellectual Property Agreements resulting from Seller’s breach of such Intellectual Property Agreements prior to the date of assignment, if any, of such Intellectual Property Agreement pursuant to Section 2.4 above; 3.2.8 all Liabilities arising out of any employee, former employee, Independent Contractor of Seller’s Contracts with Third Parties that are specific to the Products; and ​ 3.2.9 all other Liabilities arising out of or former independent contractor of either Seller or other Person relating to Hazardous Materials from, at or on the Site or the other Purchased Assets (the “Seller Exposure Liability”); (d) liabilities, known or unknown, to the extent arising from such Liabilities relate to the MTBE that was manufactured, sold, processed, used or stored by the Sellers in conducting the Business before period prior to 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 . ​ The Parties agree 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) 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 neither Buyer nor any of the CBAs its Affiliates shall assume or be deemed to have assumed any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.Retained Liabilities. ​

Retained Liabilities. The Notwithstanding Section 1.3, Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Sellers shall retain liability to third parties for 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 foregoing, none of the following (the “Retained Liabilities”):shall be Assumed Liabilities for purposes of this Agreement: (a) any intercompany payables and other liabilities arising from disposal off-site of or obligations among the 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 “Seller Off Site Disposal Liability”)Sellers and their Affiliates; (b) fines any costs and penalties imposed expenses incurred by Governmental Entities for violations before Sellers incident to their negotiation and preparation of this Agreement and their performance and compliance with the Closing Date of Environmental Laws or Environmental Permits agreements and conditions contained herein and therein (the “Seller Environmental Fines and Penalties Liability”except as otherwise specifically provided herein); (c) liabilitiesany debts, known or unknown, to the extent arising from the exposure before the Closing Date liabilities and obligations in respect 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”)Retained Assets; (d) liabilitiesany liabilities in respect of the claims or proceedings which are otherwise described or should have been described in Schedule 3.11, known which claims or unknown, proceedings Sellers shall have the right to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the Sellers dispose of 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”)its discretion; (e) any obligation under Royalties and Participations, Guild Payments and other third-party payments arising in the 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 liabilities expressly constitute an Assumed Liability; (g) any liabilities and obligations related to, associated with or arising out of (i) each Assumed Contractthe occupancy, related operation, use or control of any of the Harv▇▇ ▇▇▇ertainment Assets prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption AgreementFebruary 1, 2001, (ii) each License all costs and expenses of either Seller maintaining or processing the intellectual property included in the AssetsEntertainment Related Assets prior to February 1, 2001, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect operation of the AssetsHarv▇▇ ▇▇▇ertainment Business prior to February 1, to the extent not taken into account in the determination of Final Net Working Capital2001; (fh) physical any liabilities or bodily injuries toobligations relating to or owed to employees of Seller, including, without limitation, severance, COBRA, insurance or damage to other obligations in connection with the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition termination of the Assetstheir employment with Seller; (gi) liabilities Any Taxes of Sellers (including accounts payableor any of them) owed by either Seller arising out of or relating to the Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business (it being understood that Purchaser shall be liable for Taxes attributable to Assigned Receivables and other amounts received by Purchaser); (j) Any liabilities, obligations, penalties, costs or expenses arising out of any action taken against Sellers or the Harv▇▇ ▇▇▇ertainment Assets by any Governmental or Regulatory 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 the Sellers on Sellers, including, without limitation, breach of contract, negligence, willful misconduct, bad faith, violation of Laws or before the Closing Date in respect of the Businessfailure to take action that is required to be taken, the Facilities whether or any other Assets; (h) liabilities for (i) Taxes of either Seller not such action or inaction 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 Harv▇▇ ▇▇▇ertainment Assets or the Assumed Liabilities for taxable periods (Harv▇▇ ▇▇▇ertainment Business and whether or portions thereof) ending not such debt, claim, liability, obligation or expense arose prior to, on or before after February 1, 2001, except for such actions alleging that this Agreement or the Closing Date Acquisition constitutes an impermissible transfer of an Assigned Contract, if such Assigned Contract was identified as one for which consent was required, and (iii) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect Purchaser determined to borrowed money, including any interest or penalties accrued thereon; (j) liabilities associated with, related to or arising from any Excluded Asset, excludingconsummate the Acquisition without such consent, in the which case of an Excluded Asset that is the subject ofsuch debts, or owned or operated after the Closing Date pursuant to the terms ofclaims, 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 rightsliabilities, 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 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; 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 expenses shall be included without regard to whether there has been a change in the common law after the Closing) from the ownership, operation or use of the Business, 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 owned or operated after the Closing Date pursuant to the terms of, a Commercial Agreement, the borne by 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.

Retained Liabilities. The Sellers Retained Liabilities shall retain liability to third parties for remain the following (sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. ‘‘Re- tained Liabilities’’ shall mean every Liability of Seller other than the “Retained Assumed Liabilities”):, including: (ai) liabilities any Liability arising from disposal off-site out of the Facilities before the Closing Date or relating to products of Hazardous Materials originating from the Facilities or the JWWTP (including without limitation with respect Seller to the Star Lake Canal siteextent manufactured or sold prior to the Effective Time other than to the extent assumed under Section 2.4(a)(iii), EPA ID TX0001414341(iv) or (the “Seller Off Site Disposal Liability”v); (bii) fines and penalties imposed any Liability under any Contract assumed by Governmental Entities for violations before Buyer pursuant to Section 2.4(a) that arises after the Closing Date Effective Time but that arises out of Environmental Laws or Environmental Permits (relates to any Breach that occurred prior to the “Seller Environmental Fines and Penalties Liability”)Effective Time; (ciii) liabilitiesany Liability for Taxes, known including (A) any Taxes arising as a result of Seller’s operation of its business or unknown, ownership of the Assets prior to the extent arising from Effective Time, (B) any Taxes that will arise as a result of the exposure before sale of the Closing Date Assets pursuant to this Agreement and (C) any deferred Taxes 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”)nature; (div) liabilitiesany Liability under any Contract not assumed by Buyer under Section 2.4(a), known including any Liability arising out of or unknown, relating to the extent arising from the MTBE that was manufactured, sold, processed, used Seller’s credit facilities or stored by the 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”)any security interest related thereto; (ev) any obligation under (i) each Assumed ContractEnvironmental, related Health and Safety Liabilities arising out of or relating to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreementoperation of Seller’s business or Seller’s leasing, (ii) each License ownership or opera- tion of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working Capitalreal property; (fvi) physical any Liability under the Employee Plans or bodily injuries torelating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension bene- fits, employee stock option or damage to the property ofprofit-sharing plans, third parties that occurred before the Closing Date to the extent caused by the physical condition health care plans or benefits or any other employee plans or benefits of the Assetsany kind for Seller’s employees or former employees or both;‌ (vii) any Liability under any employment, severance, retention or termination agreement with any employee of Seller or any of its Related Persons; (gviii) liabilities any Liability arising out of or relating to any employee grievance whether or not the affected employees are hired by ▇▇▇▇▇; (including accounts payableix) owed by either any Liability of Seller to the other any Shareholder or Related Person of Seller or any Affiliate Shareholder; (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller; (xi) any Liability to distribute to any of Seller’s shareholders or otherwise apply all or any part of the Sellers on or before the Closing Date in respect consideration received hereunder; (xii) any Liability arising out of any Proceeding pending as of the Business, Effective Time; (xiii) any Liability arising out of any Proceeding commenced after the Facilities Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time; (xiv) any Liability arising out of or resulting from Seller’s compliance or non- compliance with any Legal Requirement or Order of any Governmental Body; (xv) any Liability of Seller under this Agreement 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) 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 document exe- cuted 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 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 DateContemplated Transactions; and (nxvi) all other liabilities (other than those the subject matter any Liability of clauses (a) through (m) above Seller based upon Seller’s acts 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 change in the common law omissions occurring after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementEffective Time.

Retained Liabilities. The Sellers shall retain liability to third parties for Seller hereby acknowledges and agrees that all Liabilities of Seller other than the following Assumed Liabilities (collectively, the “Retained Liabilities”): (a) liabilities arising from disposal off-site shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the Facilities before foregoing, Retained Liabilities include the Closing Date following Liabilities 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 “Seller Off Site Disposal Liability”); (b) fines and penalties 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, 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 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the AssetsSeller, to the extent not taken into account in the determination of Final Net determining Working Capital;: (fi) physical any Liability arising out of or bodily injuries to, relating to products or damage to the property of, third parties that occurred before the Closing Date services of Seller to the extent caused by the physical condition of the Assets; (g) liabilities (including accounts payable) owed by either Seller manufactured, sold or provided prior to the Effective Time other Seller or any Affiliate of than to 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 Assetsextent assumed under Section 2.4(a)(iii), (iia)(iv) 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 writtena)(v); (iii) liabilities for any indebtedness Liability of either Seller under any Contract assumed by Buyer pursuant to Section 2.4(a)(v) arising out of a breach of or default under any Affiliate of either Seller with respect such Contract that occurs prior to borrowed money, including any interest or penalties accrued thereonthe Effective Time; (jiii) liabilities associated with, related any Liability for (A) Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to or arising from any Excluded Asset, excluding, in the case of an Excluded Asset that Effective Time; (B) Transfer Taxes for which Seller is the subject of, or owned or operated after the Closing Date liable pursuant to the terms of, a Commercial Agreement, the Purchaser’s liabilities Section 7.2(e); and obligations with respect (C) Taxes for which Seller is liable pursuant 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 this Agreement; (kiv) liabilities any Liability under any Contract not assumed by Buyer under Section 2.4(a)(v), including any Liability arising out of or relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental, Health and Safety Liabilities arising out of or relating to the (x) operation of the Business prior to the Effective Time, or (y) Seller’s leasing, ownership or operation of real property or the Facilities; (vi) any Liability under or that relates to the Company Benefit Plans (including, without limitation, Seller ESOP) 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 any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement entered into by Seller with any current or former employee of Seller or any of their Related Persons; (viii) any Liability arising out of or relating to any current or former employee grievance with respect to an event or occurrence prior to the Effective Time whether or not the affected employees are hired by Buyer; (ix) any Liability to any Related Person of Seller; (x) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of Seller; (xi) any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the consideration received hereunder; (xii) any Liability arising out of any Proceeding by or against Seller whether pending as of or commenced after the Effective Time; (xiii) any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xiv) any Liability under this Agreement or any other document executed by the Seller in connection with the Contemplated Transactions; (xv) except for any Liability included in Schedule 2.4(a)(ix), all Liabilities, if any, arising out of or relating to any prior acquisition or disposition by Seller, including Seller’s acquisition of JKS Manufacturing on December 28, 2012, or set forth on Schedule 2.4(b)(xv); (xvi) 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 Seller or any of its Related Persons (or any Person acting on behalf of any of them) 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 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 DateContemplated Transactions; and (nxvii) all any other liabilities (other than those the subject matter Liability 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 Seller 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 AgreementEffective Time.

Retained Liabilities. The Sellers Notwithstanding Section 3.1, Seller, the Asset Subsidiaries and the Existing Autopal Companies shall retain liability be responsible for all of the liabilities and obligations not hereby expressly assumed by Buyer and Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Seller or its Affiliates or any other Person except for those liabilities and obligations expressly assumed by Buyer pursuant to third parties for the following terms of Section 3.1 above, which assumed liabilities shall include all liabilities and obligations assumed by virtue of the acquisition of the VTYC Stock (but not the Autopal Stock) except as expressly excluded below. All such liabilities and obligations not expressly assumed by Buyer are referred to herein collectively as the “Retained Liabilities”):. Without limiting the generality of the foregoing, Seller, the Asset Subsidiaries and the Existing Autopal Companies shall retain and timely pay and discharge the following liabilities, all of which shall be Retained Liabilities for all purposes of this Agreement: (a) (i) all liabilities arising out of any claim, proceedings or rights of action that derive from disposal off-site or were originated as a result of Seller’s Chapter 11 bankruptcy reorganization filed on May 25, 2009, including any obligation of Seller to make distributions to holders of allowed claims under its plan of reorganization filed on May 25, 2009, and (ii) all liabilities and obligations arising out of the Facilities before the Closing Date of Hazardous Materials originating from the Facilities or the JWWTP Excluded Assets (including without limitation with respect except in relation to certain license rights expressly assumed by Buyer pursuant to the Star Lake Canal site, EPA ID TX0001414341) (the “Seller Off Site Disposal Liability”PRTLA); (b) fines all accounts payable and penalties imposed by Governmental Entities for violations before accrued expenses that arose on or prior to the Closing Date that exist at the Closing (including “Sundry Payable and Accrued Sundry” of Environmental Laws or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”type set forth in the Financial Information); (c) liabilities, known or unknown, all Taxes payable with respect to the extent arising from Business, the exposure before Transferred Assets (including the Stock) or the Assumed Liabilities for any period prior to the Closing Date (including any deferred Tax liability of any employee, former employee, Independent Contractor or former independent contractor of either Seller or other Person the type set forth in the Financial Information) provided that VTYC will remain solely liable for all Taxes payable with respect to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”)Business conducted by it; (d) liabilitiesall Indebtedness of Seller, known the Asset Subsidiaries, the Existing Autopal Companies, the Stock Selling Subsidiaries or unknownAutopal, to except for liabilities and obligations identified on Section 3.1(h) of the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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”)Disclosure Schedule; (e) all liabilities and obligations for product liability claims or recalls for injury to person (including death) or property in connection with any obligation under (i) each Assumed Contractproducts sold by the Business, related Seller, an Asset Subsidiary, a Stock Selling Subsidiary or Autopal prior to the rights under each Assumed Contract assigned to the Purchaser under the Assignment and Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii), required to be performed before the Closing Date; and any indebtedness of either Seller in respect of the Assets, to the extent not taken into account in the determination of Final Net Working CapitalClosing; (f) physical all liabilities and obligations of the Business in respect of customer warranty or bodily injuries to, or damage recall claims for products sold prior to the property of, third parties that occurred before the Closing Date to the extent caused by the physical condition Seller, an Asset Subsidiary, a Stock Selling Subsidiary or member of the Assets;Stock Group; and (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) 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 all 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 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; 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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.Employee Liabilities. ARTICLE 4

Retained Liabilities. The Sellers Purchaser shall retain liability to third parties for not assume under this Agreement any Liabilities other than the following (Assumed Liabilities. Without limiting the “Retained Liabilities”):generality of the foregoing, under this Agreement Purchaser shall not assume any of the following: (ai) liabilities arising from disposal offcontingent Liabilities except to the extent they (A) are reflected on the Pre-site Closing Balance Sheet (and ultimately the Final Balance Sheet) as a Current Liability, (B) arise under the express terms of an Assumed Contract (other than with respect to a breach thereof by Seller or an act or omission that, with the giving of notice or the passage of time (or both), would be a breach thereof by Seller) or (C) are part of the Facilities before Northwind Obligations; (ii) Liabilities arising as a result of an acceleration of Seller's obligations or a right to accelerate Seller's obligations under any Contract due to a breach or default (or an event that would be a breach or default with the giving of notice, the passage of time or both) by Seller prior to the Closing Date; (iii) Liabilities relating to Seller's obligations to cure defaults, as provided in Sections 2.08 and 5.13; (iv) pending Actions or Proceedings brought against Seller prior to 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 “Seller Off Site Disposal Liability”unless set forth on Schedule 2.02(b)(iv); (bv) fines and penalties imposed by Governmental Entities all Taxes for violations before which Seller is liable, except to the Closing Date of Environmental Laws extent provided in Section 9.03(b) or Environmental Permits (the “Seller Environmental Fines and Penalties Liability”scheduled on Schedule 2.02(a)(ii)(D); (cvi) liabilities, known Liabilities under or unknown, relating to any Employee Plan (other than 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 Group Health Plans and other Person to Hazardous Materials from, at or on the Site or the other Assets (the “Seller Exposure Liability”Employee Plans listed in Schedule 2.02(a)(ii)(C); (d) liabilities, known or unknown, to the extent arising from the MTBE that was manufactured, sold, processed, used or stored by the 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 Assumption Agreement, (ii) each License of either Seller included in the Assets, and (iii) each JWWTP Agreement, related to the rights under each JWWTP Agreement assigned to the Purchaser under the Assignment (JWWTP Agreements); in each case clause (i), (ii) or (iii)employment, required to be performed before the Closing Date; and any indebtedness of either Seller in respect 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 employee retention or similar agreement (whether oral or written); (i) liabilities for any indebtedness of either Seller or any Affiliate of either Seller with respect to borrowed moneycontract, including any interest without limitation, present 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) contingent liabilities under any of ERISA or the CBAs or any other collective bargaining agreement or other labor arrangement, including any grievances, to the extent arising from any 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 DateCode; and (nvii) all other liabilities any Liability not specifically assumed by Purchaser hereunder; and (other than those the subject matter viii) any Liability of clauses (a) through (m) above Seller under this Agreement 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 change in the common law after the Closing) from the ownership, operation or use of the Business, 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 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 any Operative Agreement.