Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities all liabilities and obligations of Seller other than the Assumed Liabilities to the extent specifically provided in Section 1.3 subject to the prorations set forth in Section 9.3 (all such liabilities and obligations retained by Seller being referred to herein as the “Retained Liabilities”). By way of illustration, and not of limitation, Retained Liabilities include: (a) All liabilities, obligations and commitments of Seller or any predecessor(s) or Affiliate(s) of Seller relating to Taxes (as defined in Article 10) with respect to the Business (collectivelyAssets or otherwise, the "Retained Liabilities"): (i) Subject for all periods, or portions thereof, on or prior to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date, subject to the prorations set forth in Section 9.3; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities obligations and commitments for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement; (c) Liabilities, obligations arising out and commitments for which Buyer does not expressly assume an obligation or liability as described in Section 1.3; (d) Liabilities, obligations and commitments for any borrowed money incurred by Seller or any predecessor(s) or Affiliate(s) of or related to any actionsSeller; and (e) All liabilities, lawsuits or legal proceedings based on factsobligations and commitments of Seller, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted disclosed or unassertedundisclosed, as resulting from, caused by or accruing out of, at any time, directly or indirectly, the conduct of the Closing, including its business or ownership or lease of any liability under of its properties or assets or any claim (whether made properties or assets previously used by Seller at any time prior to or on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. Seller At Closing, the Sellers shall retain all Liabilities for, and the Purchaser shall pay, perform and discharge when duenot have any obligation or Liability concerning (collectively, the following liabilities“Retained Liabilities”): i. any Liabilities under the Retained Business Assets and otherwise Liabilities which have arisen or accrued and pertain to a period prior to the Closing Date, responsibilities including, without limitation, the Liability for the payment of any amounts due and obligations payable or accrued but not yet due or payable prior to the Closing Date under the Contracts and Licenses and Permits; and ii. the payment of all Taxes and assessments; and iii. the employment of any Employees of the Seller and/or in connection with the Assets, including the payment of any compensation, accrued paid time off, sick time, personal days and any amounts accrued under any Employee benefit or welfare plan and all pension plan Liabilities, in each and every case whether pertaining to the period prior to, on or after the Closing Date as the Purchaser will not be hiring any Employees and the Seller will continue to employ each and every one of the Employees on terms and conditions as good or better than those in existence as of the date hereof; and iv. any claim for personal injury or property damage to a Person which is based on any event which occurred at the Real Property prior to the Closing Date and thereafter while the Skylift Sublease or Cypress Lease remain in effect; and v. any Liabilities (including costs of cleanup, containment of other remediation) arising from or in connection with any Environmental Laws, or any environmental, health and safety liabilities arising out of or relating to (i) the ownership or operation by any Person of any of the facilities, Assets or the Businesses of Sellers, or (ii) any bodily injury (including illness, disability and death, regardless of when any bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by any Person with respect to the Business (collectively, Assets or the "Retained Liabilities"): (i) Subject Businesses of Sellers that was present or suspected to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) be present on or before the Closing Date for or thereafter while any Sublease or Subpermit remains in effect, on, within or at the useReal Property (or present or suspected to be present on any other property, ownership if such Hazardous Material emanated or operation of allegedly emanated from any property and was present or suspected to be present on the Transferred Assets Real Property or the Premises, on or before the Closing Date; (iv) All liabilities and obligations arising on or before prior to the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"or thereafter while any Sublease or SubPermit remains in effect), including or (aiii) all liabilities, responsibilities and obligations arising any Hazardous Substance released or allegedly released by any Person on or before at the Premises at any time on or prior to the Closing Date relating to collective bargaining agreements or other union contractsthereafter while any Sublease or Sub-permit remains in effect, and (b) it being acknowledged that Liability for any such liabilities or obligations that arise Hazardous Materials first appearing after the Closing Date to date of the extent that such liabilities closing of each of the Skylift Assets and of the Cypress Assets shall be governed by the terms of the Subpermit or Sublease as appropriate. vi. The rights and obligations relate to facts, circumstances of the Parties under this Section 2.4 shall survive the Skylift Closing or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before as applicable, for the Closing Date) relating period set forth in Section 12.1 and subject to the period ending on or before the effective time limitations of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included set out in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded AssetsSection 12.5.

Retained Liabilities. Seller Buyer shall retain not be liable for and shall paynot assume any, perform and discharge Sellers hereby jointly and severally agree to pay and discharge, when due, all Liabilities associated with the following liabilities, responsibilities Purchased Assets and obligations of Seller with respect to the Purchased Business other than the Assumed Obligations (collectively, the "“Retained Liabilities"):”), including: (a) any Liabilities associated with the Excluded Assets; (b) any current liabilities related to the Purchased Business, including accounts and notes payable, customer deposits and accrued expenses, sales taxes payable, accrued payroll and payroll taxes and other current accrued liabilities that would exist on a balance sheet of the Purchased Business prepared in accordance with GAAP as of the Effective Time consistent with past practices; (c) all Liabilities associated with the items listed or described in Schedule 4.17; (d) all Liabilities (other than Environmental Liabilities) under the Assumed Contracts and Transferred Leases to the extent relating to or arising from events, facts or circumstances arising or occurring prior to the Effective Time; (e) any fines or penalties arising from or related to the failure of Sellers or any of their Affiliates to comply with applicable Environmental Laws or Environmental Permits, or the failure to obtain an Environmental Permit, in each case prior to the Effective Time; (f) (Reserved) (g) 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 Effective Time; (h) all Environmental Liabilities in connection with the operation of the Transferred Real Property, Purchased Assets or Purchased Business by Sellers or any of their Affiliates to the extent relating to or arising from events, facts or circumstances arising or occurring before the Effective Time, other than all costs of Remedial Action arising from or related to the Release of Hazardous Materials at the Transferred Real Property prior to the Effective Time; (i) Subject all Liabilities associated with the Seller Plans and any other employment-related Liabilities retained by or allocated to Sellers pursuant to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date8.4; and (viiij) All liabilitiesexcept as otherwise provided in Article IX, responsibilities any and obligations with respect all Liabilities for Taxes of Sellers, including any and all Liabilities for Taxes related to the Excluded AssetsPurchased Business or the Purchased Assets for any Tax period (or portion thereof) ending on and including, or before, the Closing Date. For the avoidance of doubt, nothing in this Section 2.5 shall nullify or otherwise limit Sellers’ obligations and agreements in Section 13.3(a) of this Agreement.

Retained Liabilities. Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (ia) Subject to Section 1.510.5, all trade payables and other accrued payment obligations of Seller as of the Closing Date; (iib) All long-term debt of Seller (including indebtedness to the Bondholders) and debt of Seller owed to any one or more of its Affiliates; (iiic) Subject to Section 1.510.5, all taxes and assessments Taxes relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for or the use, ownership or operation of the Transferred Assets Purchased Property on or before the Closing Date; (ivd) All Except to the extent otherwise provided in Article 11, all liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Transferred Employees"), including (ai) all liabilities, liabilities responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (bii) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date Date, but excluding any Future Regulatory Obligations with respect to the Hired Transferred Employees; (ve) All liabilities, responsibilities and obligations arising out of or related litigation and claims that arise out of an occurrence prior to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for other than litigation or and claims in respect of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this AgreementFuture Regulatory Obligations (other than Retained Future Regulatory Obligations); (vif) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateAny Retained Future Regulatory Obligations; and (viiig) All liabilities, responsibilities and obligations with respect to the Excluded AssetsProperty and the Excluded Contracts.

Retained Liabilities. Seller The Retained Liabilities shall retain remain the sole responsibility of, and shall pay, perform and discharge when duebe retained by, the following liabilitiesCompany. Retained Liabilities shall mean every Liability of the Company other than the Assumed Liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"):including: (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Dateany Liability not set forth on Schedule 2.04(a); (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its AffiliatesLiability accrued on the Interim Financial Statements, other than the Assumed Liabilities; (iii) Subject to Section 1.5, all taxes and assessments any Liability arising out of or relating to services or products of the Company or its Subsidiaries to the extent provided, designed, manufactured or sold prior to the Effective Time; (iv) any Liability for Taxes incurred on or prior to the Closing Date, including (A) any Taxes arising as a result of the Company’s or any of its Subsidiaries’ operation of the Business or ownership of the Purchased Assets on or prior to the Closing Date, (B) any Taxes that will arise as a result of the sale of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement and (C) any other Taxes imposed on the Company in any period; (v) any Liability under any Company Contract (other than the Assumed Contracts) and including any Liability arising out of or relating to any maintenance contract, credit facilities, trade payables, indebtedness for borrowed money, amounts due to Affiliates or any security interest related thereto; (vi) any Liability related to Real Property of the Company; (vii) any Liability arising under or relating to Environmental Law, including any Environmental Claims, in each case to the extent relating to a fact, circumstance, condition or activity existing or occurring prior to the Effective Time relating to the Company or its predecessors, Subsidiaries or Affiliates, the operation of the Business (other than Transfer Taxes) on Business, or before the Closing Date for the useleasing, ownership or operation of the Transferred Assets any Real Property, including any such Liabilities related to any Real Property set forth on Schedules 3.09(c) or before the Closing Date(d); (ivviii) All liabilities and obligations any Liability of the Company, any of its Subsidiaries or any ERISA Affiliate under the Employee Plans whether or not listed on Schedule 3.16(a) or other “employee benefit plan” (within the meaning of Section 3(3) of ERISA); (ix) any Liability, arising on or before related to time periods prior to the Closing Date with in respect of any current or former employees of the Company or any of its Subsidiaries, or, relating to Seller's employees that may be hired by Buyer (the "Hired Employees")employment or termination of employment, including (a) all liabilitieswithout limitation, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements payroll, discrimination, harassment, workers’ compensation or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employeeswrongful termination; (vx) All liabilitiesany Liability of the Company or any of its Subsidiaries to any Affiliate thereof; (xi) any Liability to pay, responsibilities indemnify, reimburse or advance amounts to any officer, director, employee , consultant or agent of the Company, any of its Subsidiaries or any Affiliate (including ▇▇▇▇▇ & Co.), or to make any severance, bonus, change of control, sales incentive or other similar payments to any director, officer , employee, consultant or agent of the Company, any of its Subsidiaries or any Affiliate; (xii) any Liability to distribute or otherwise apply all or any part of the consideration received hereunder; (xiii) any Liability arising out of any Proceeding threatened or pending as of the Effective Time and obligations any facts, circumstances, acts or omissions occurring prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xiv) any penalties, fines, settlements, interest, costs and expenses arising out of or related incurred as a result of any actual or alleged violation by the Company or any of its Subsidiaries of any Legal Requirement prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xv) any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as Liability associated with any and all indebtedness for borrowed money of the Closing, including Company or any liability Subsidiary of the Company not included in the Assumed Liabilities; (xvi) any Liability of Sellers under this Agreement or any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of other document executed in connection with the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vixvii) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years Liability of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out Company or any of its Subsidiaries based upon their respective acts or omissions occurring or resulting from after the use or ownership of the Transferred Assets on or before the Closing DateEffective Time; and (viiixviii) All liabilities, responsibilities and obligations with respect to any Liability of the Excluded AssetsCompany or any of its Subsidiaries not specifically described above but that may otherwise be set forth on Schedule 2.04(b).

Retained Liabilities. Seller shall retain Upon Closing Emerald retains and shall agrees to pay, perform perform, fulfill and discharge when dueall claims, costs, expenses, liabilities and obligations accruing or relating to the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (ia) Subject All expenses, including without limitation all royalties and taxes, in respect of any and all Hydrocarbons sold from the Emerald 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, including without limitation all royalties and taxes, in respect of any and all Hydrocarbons sold from the Emerald Leases and services performed on the Assets by or on behalf of Emerald on or before the Effective Time; (b) All Plugging and Abandonment Obligations with respect to Section 1.5all oil or natural gas w▇▇▇▇, all trade payables production units, and gas and water gathering systems, flow lines and any other payment obligations of Seller facilities associated therewith or located on the Emerald Leases as of the Closing DateEffective Time, excepting the Emerald W▇▇▇▇; (iic) All long-term debt The breach by or default of Seller and debt of Seller owed Emerald accruing under any agreement, contract, permit, or instrument with respect to any one or more of its Affiliatesperiod prior to the Effective Time; (iiid) Subject to Section 1.5Any pending or currently threatened legal proceeding, all taxes and assessments or any pending or currently threatened claim arising out of, relating to or otherwise in respect of (i) the operation of the Business (other than Transfer Taxes) Assets to the extent such legal proceeding or claim relates to such operation on or before prior to the Closing Date for the useEffective Time, ownership or operation of the Transferred Assets on or before the Closing Date(ii) any Excluded Asset; (ive) All liabilities and obligations arising on or before the Closing Date with respect amounts required to Seller's employees that may be hired paid by Buyer Emerald hereunder; (the "Hired Employees")f) The Excluded Assets of Emerald, including any Environmental Liabilities arising out of the ownership, operation, use or maintenance thereof arising prior to the Effective Time; (ag) all liabilitiesFines or penalties assessed for periods prior to the Effective Time by any Governmental Entity under any Environmental Laws and related to the Assets, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date but only to the extent that such liabilities and obligations fines or penalties relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v1) All liabilities, responsibilities and obligations non-compliances under Environmental Laws arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before resulting from the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as operation of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period Assets prior to the effective time of ClosingEffective Time; (2) Conditions on, and for all toll revenuesat, settlementsor underlying the Assets, pools, separations studies or similar activities relating migrating therefrom prior to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years Effective Time; or (3) releases of Hazardous Materials from Emerald's operation of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from Assets that occurred prior to the use or ownership of the Transferred Assets on or before the Closing DateEffective Time; and (viiih) All liabilitiesAny injury, responsibilities and obligations with respect death or casualty occurring on or attributable to the Excluded AssetsAssets or the operations thereof prior to the Effective Time, including without limitation claims for personal injury or, property damage.

Retained Liabilities. Seller US Purchaser shall retain not assume or pay any, and W▇▇▇▇ US shall paycontinue to be responsible for each, perform and discharge when due, the following liabilities, responsibilities and obligations Liability of Seller with respect W▇▇▇▇ US whether or not relating to the Business US Business, not expressly assumed by US Purchaser in Section 2.6 (collectively, the "US Retained Liabilities"):). Specifically, without limiting the foregoing, the US Retained Liabilities shall include the following: (ia) Subject to Section 1.5, all trade payables and other payment obligations any Liability arising out of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation closing of the Business (other than Transfer Taxes) on or before manufacturing facility located at the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing DateRetained Leased Property; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities Indebtedness of W▇▇▇▇ US; (c) any Liability relating to Pentland; (d) accrued expenses relating to any employees of W▇▇▇▇ US other than the Transferred Employees; (e) all obligations and Liabilities arising out of any claim, action, suit or obligations that arise proceeding, including Environmental Claims, with respect to the Purchased Assets for which the actions, omissions or events giving rise to the claim, action, suit or proceeding occurred on or prior to the Closing Date, notwithstanding the discovery of those actions, omissions or events after the Closing Date to or the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before disclosure thereof in the Closing Date with respect to the Hired EmployeesDisclosure Schedule; (vf) All liabilities, responsibilities and obligations any Liability arising out of or relating to the US Retained Assets; (g) any Liability of Katy allocated to W▇▇▇▇ US including but not limited to Liabilities arising out of or related to workers' compensation, general liability or health insurance; (h) any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim Liability (whether made on direct or as a result of successor liability, transferee liability, joint and several liability, or contractual liability) of W▇▇▇▇ US for Taxes (including all income Taxes of W▇▇▇▇ US incurred on, after, or before the Closing Date) relating that are unrelated to the period ending on Purchased Assets, the US Business, or the Transferred Employees (whether accrued or payable on, after, or before the effective time Closing Date and whether or not reserved for on the Final Closing Balance Sheets) and any Liability (whether direct or as a result of Closing whichtransferee liability, but joint and several liability, or contractual liability) for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect that are related to the Fee Realty included in Purchased Assets, the US Business, or the Transferred AssetsEmployees (whether accrued or payable on, unless such liabilitiesafter, responsibilities or before the Closing Date and obligations result from whether or not reserved for on the actions or omissions of Buyer constituting breaches of this AgreementFinal Closing Balance Sheets); (vii) All liabilities and obligations for prior period adjustments any Liability arising from claims, proceedings or causes of revenues action resulting from the Business, for any refunds property damage (including cargo claims) or personal injuries (including death) caused by products sold or services rendered by W▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to US, notwithstanding the period prior to disclosure thereof in the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing DateDisclosure Schedule; (viij) All liabilitiesany Liability arising from guarantees, responsibilities and obligations arising out warranty claims or other Contract terms with respect to products sold or services rendered by W▇▇▇▇ US; (k) any pension, retirement, deferred compensation or similar Liability; (l) any accrued insurance charges or insurance claims, retroactive insurance rate adjustments or insurance premiums payable for pre-Closing periods; (m) any Change of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateControl Payment; and (viiin) All liabilities, responsibilities and obligations with respect any amounts payable by W▇▇▇▇ US to the Excluded Assetsits Affiliates.

Retained Liabilities. Seller shall retain retain, and shall paycontinue to be responsible after the Closing Date for, perform and discharge when due, shall hold Buyer and the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectivelyBuyer Indemnified Parties harmless against, the "Retained LiabilitiesRETAINED LIABILITIES"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of which term shall mean the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before which at any time arise out of the Closing Date with respect to Seller's employees that may be hired by Buyer (following, and which shall specifically exclude any and all of the "Hired Employees"), including Assumed Liabilities set forth in Section 2.3: (a) all liabilities, responsibilities of the liabilities and obligations arising on (whether or before not known, suspected, asserted or claimed at the Closing Date relating or at any time theretofore or thereafter, whether or not reflected or provided for, or required to collective bargaining agreements be reflected or other union contractsprovided for, on a balance sheet of the Business and whether fixed, liquidated, unliquidated, absolute, contingent or otherwise) which relate to or arise out of the Assets, the Business or any of its operations arising prior to the Closing Date, or arising from actions taken or omitted to be taken prior to the Closing Date, excluding in all events any Assumed Liabilities (including the Assumed Returned Inventory Liabilities), but including, without limitation, (i) any warranty claims made by third parties in connection with sales of the inventory of the Business prior to the Closing Date and any amounts owed pursuant to received but unpaid purchase orders, and (bii) any such liabilities or and obligations that arise relating to inventory of the Business sold prior to the Closing Date but returned by the purchaser(s) thereof after the Closing Date to the extent that such liabilities and obligations relate in excess of the Assumed Returned Inventory Liabilities; (b) any product liability or similar claim for injury to factsperson or property, circumstances regardless of when made or conditions arising asserted, which arises out of or occurring is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or ascribed to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Seller on or before prior to the Closing Date, including without limitation, any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost services or income); (c) any liability or obligation under or in connection with the Excluded Assets; (d) except as otherwise provided in Section 6.4, any liability or obligation arising prior to the Closing Date to any Business Employees, agents or independent contractors of Seller, whether or not employed by Buyer after the Closing, or under any Business Employee Benefit Plan with respect thereto, except accrued vacation time of Hired Employees (it being understood that, pursuant to Section 6.4(d), Buyer shall indemnify Seller, and hold Seller harmless, with respect to violations, if any, by Buyer of any Employment Laws with respect to the Hired Employees); (ve) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before obligation of Seller arising or incurred in connection with the Closing Date) relating to the period ending on negotiation, preparation or before the effective time execution of Closing which, but for the consummation of this Agreement and the transactions contemplated hereby, would have been covered under any insurance policy including without limitation, fees and expenses of counsel and other experts, except that Buyer has agreed to bear the expenses and fees of Seller's Accountant in connection with the Inventory and the audit of Seller's 1996 and 1997 financial statements; and (i) all Taxes of, and all liability associated with workers' compensation claims incurred but not reported as of or relating to, the effective time of Closing and workers' compensation claims reported as of Assets or the Business for periods ending prior to the Closing Date but not then due and all income Taxes imposed on Seller or payableany Affiliate of Seller as a consequence of the transactions contemplated by this Agreement, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws (ii) with respect to the Fee Realty included in the Transferred Assetscurrent tax period, unless such liabilitiesall Taxes of, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to to, the period Assets or the Business accrued prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets as determined on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assetsa pro rata basis as set forth in Section 7.4.

Retained Liabilities. Except for the liabilities of Seller specifically assumed in accordance with Section 1.3, Seller is retaining, and Selling Parties shall retain indemnify and shall payhold Purchaser harmless from, perform any and discharge when dueall other liabilities of Seller, including without limitation the following liabilitiescommitments, responsibilities obligations and obligations liabilities of Seller with respect to and the Business obligations and liabilities listed on Schedule 1.4 (collectively, the "Retained Liabilities"): (ia) Subject Any obligation or liability arising in connection with or pertaining to Section 1.5, the Business for taxes of any kind or nature for all trade payables and other payment obligations of Seller as of periods ending prior to the Effective Date; (b) Any obligation or liability for services rendered by the Business prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed Any obligation or liability to pay for any one products, goods, raw materials or more of its Affiliatesservices delivered or provided to the Business prior to the Effective Date; (iiid) Subject Any liability or obligation of the Selling Parties for taxes based on or measured by any income or gain realized upon the transfer of the Assets hereunder; (e) Any liability or obligation of Seller arising out of any "employee benefit plan", as such term is defined by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), established or maintained by Seller including, without limitation, any "successor liability" Purchaser may incur with respect to such employee benefit plans referenced in Section 1.54.12(b) herein; (f) Any obligation for making payments of any kind or any other liability (including without limitation as a result of the sale of Assets, all taxes and assessments the termination of employment by Seller of employees, other labor or employment claims, sick pay, or otherwise) to employees or former employees of Seller (whether " leased" under any applicable contract listed on Schedule 1.1 (g) or otherwise) relating to the operation claims which arose as a result of the Business (other than Transfer Taxes) events which occurred on or before the Closing Date (including liability for the use, ownership failure to comply with any state or operation of the Transferred Assets on federal statutory or before the Closing Dateregulatory requirements related to any employee medical or hospitalization insurance); (ivg) All Any obligation or liability arising out of litigation, claims, investigations or proceedings pertaining to the Business, whether or not set forth in any schedule hereto, or other litigation, claims, investigations, or proceedings relating in any way to the Business arising out of, or relating to, an occurrence or any event happening prior to the Closing. (h) Any obligation or liability pertaining to the Business based upon acts or omissions occurring prior to the Closing; (i) Any liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date pertaining to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations Business arising out of or related resulting from non-compliance prior to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of ClosingClosing with any national, regardless of regional, state or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether known legislatively, judicially, or unknown, asserted administratively promulgated; and (j) Payroll (including all related payroll taxes) and benefits (including medical or unasserted, as of the Closing, including hospitalization insurance) for employees and contractors for any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Effective Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. Buyer shall not assume and at the Closing Seller shall retain and shall 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 or arising from the following liabilities, responsibilities and obligations of Seller with respect (collectively referred to the Business (collectively, herein as the "Retained Liabilities"): (ia) Subject all indebtedness for money borrowed by Seller (including items due to Section 1.5, all trade payables and Seller's Affiliates) other than payment obligations arising after the Closing Date under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller as or the Business with respect to ownership or use of the Assets and Seller's conduct and operation of the Business on and prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed to any one or more of its AffiliatesExcluded Assets; (iiid) Subject to Section 1.5Non-Transferred Employees, all taxes the Seller's Employee Benefit Plans and assessments relating Employee Plans (except to the operation of the Business (other than Transfer Taxesextent 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 or accruing on or before prior to the Closing Date for (except to the use, ownership or operation extent any such payment obligation becomes the responsibility and obligation of the Transferred Assets on or before the Closing DateBuyer in accordance with Article X); (ive) All liabilities and obligations arising Proceedings involving Seller, the Assets or the Business based on or before the Closing Date with respect to conduct (including Seller's employees that may be hired by Buyer (performance under any Contract included among the "Hired Employees"Assets), including (a) all liabilitiesaction, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the ClosingDate, including any liability under any claim (whether made Proceedings described as Retained Liabilities on or before the Closing DateSchedule 2.2(b) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility liabilities or obligation for litigation or claims of any Governmental Authority obligations relating to liabilities any Proceeding described as Assumed Liabilities on Schedule 2.2(b) and obligations arising under Environmental Laws any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(c) with respect to the Fee Realty included Proceedings described in Section 2.2(c)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the Transferred Assets, unless Business such liabilities, responsibilities and obligations result from the actions as generic or omissions of Buyer constituting breaches of this Agreementindustry-wide Proceedings; (vif) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateRetained Environmental Liabilities; and (viiig) All liabilitiesOne-half of the Transaction Taxes arising out of the sale of the Assets, responsibilities to Buyer hereunder. Seller hereby irrevocably and obligations with respect to unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the Excluded Assetscontractual relationships and indemnification arrangements between Buyer and Seller).

Retained Liabilities. Seller US Purchaser shall retain not assume or pay any, and W▇▇▇▇ US shall paycontinue to be responsible for each, perform and discharge when dueLiability of W▇▇▇▇ US whether or not relating to the US Business, not expressly assumed by US Purchaser in Section 2.6 (collectively, the following liabilities“US Retained Liabilities”). Specifically, responsibilities without limiting the foregoing, the US Retained Liabilities shall include the following: (a) any Liability arising out of or relating to the closing of the manufacturing facility located at the Retained Leased Property; (b) any Indebtedness of W▇▇▇▇ US; (c) any Liability relating to Pentland; (d) accrued expenses relating to any employees of W▇▇▇▇ US other than the Transferred Employees; (e) all obligations and obligations Liabilities arising out of Seller any claim, action, suit or proceeding, including Environmental Claims, with respect to the Business (collectivelyPurchased Assets for which the actions, omissions or events giving rise to the "Retained Liabilities"): (i) Subject claim, action, suit or proceeding occurred on or prior to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt , notwithstanding the discovery of Seller and debt of Seller owed to any one those actions, omissions or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise events after the Closing Date to or the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before disclosure thereof in the Closing Date with respect to the Hired EmployeesDisclosure Schedule; (vf) All liabilities, responsibilities and obligations any Liability arising out of or relating to the US Retained Assets; (g) any Liability of Katy allocated to W▇▇▇▇ US including but not limited to Liabilities arising out of or related to workers’ compensation, general liability or health insurance; (h) any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim Liability (whether made on direct or as a result of successor liability, transferee liability, joint and several liability, or contractual liability) of W▇▇▇▇ US for Taxes (including all income Taxes of W▇▇▇▇ US incurred on, after, or before the Closing Date) relating that are unrelated to the period ending on Purchased Assets, the US Business, or the Transferred Employees (whether accrued or payable on, after, or before the effective time Closing Date and whether or not reserved for on the Final Closing Balance Sheets) and any Liability (whether direct or as a result of Closing whichtransferee liability, but joint and several liability, or contractual liability) for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect that are related to the Fee Realty included in Purchased Assets, the US Business, or the Transferred AssetsEmployees (whether accrued or payable on, unless such liabilitiesafter, responsibilities or before the Closing Date and obligations result from whether or not reserved for on the actions or omissions of Buyer constituting breaches of this AgreementFinal Closing Balance Sheets); (vii) All liabilities and obligations for prior period adjustments any Liability arising from claims, proceedings or causes of revenues action resulting from the Business, for any refunds property damage (including cargo claims) or personal injuries (including death) caused by products sold or services rendered by W▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to US, notwithstanding the period prior to disclosure thereof in the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing DateDisclosure Schedule; (viij) All liabilitiesany Liability arising from guarantees, responsibilities and obligations arising out warranty claims or other Contract terms with respect to products sold or services rendered by W▇▇▇▇ US; (k) any pension, retirement, deferred compensation or similar Liability; (l) any accrued insurance charges or insurance claims, retroactive insurance rate adjustments or insurance premiums payable for pre-Closing periods; (m) any Change of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateControl Payment; and (viiin) All liabilities, responsibilities and obligations with respect any amounts payable by W▇▇▇▇ US to the Excluded Assetsits Affiliates.

Retained Liabilities. Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller Effective as of the Closing Date; , (iiA) All long-term debt of Seller the Majority Sellers shall, jointly and debt of Seller owed severally, assume and agree to satisfy any one or more of its Affiliates; (iii) Subject to Section 1.5, and all taxes amounts that become due and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before payable following the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising any Pre-Closing Liability attributable to any period ending on or before the Closing Date relating to collective bargaining agreements or other union contractsDecember 31, 2002 and (bB) all Sellers shall, jointly and severally, assume and agree to satisfy any such liabilities or obligations and all amounts that arise after the Closing Date to the extent that such liabilities become due and obligations relate to facts, circumstances or conditions arising or occurring on or before payable following the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related any Pre-Closing Liability attributable to any actionsperiod from and after January 1, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before 2003 to the Closing Date, it being understood that in either case, except in the case of a Shortfall Amount (as hereinafter defined), no Seller shall be required to make any cash payment to Company hereunder; rather, Company shall use any and all proceeds it receives in respect of the Accounts Receivable during each Monthly Period to pay and satisfy in full any and all Pre-Closing Liabilities that are due and payable during such Monthly Period, with the net amount thereof (the "Net Amount") relating being remitted to the period ending on or before Majority Sellers and/or all Sellers, as the effective time of Closing whichcase may be, but for in accordance with Section 2.5 above; provided, however, the consummation of parties hereto hereby agree that prior to determining the transactions Net Amount as contemplated hereby, would have been covered under any insurance policy and all Pre-Closing Liabilities incurred in each Monthly Period shall be reduced by any expenses of Company in respect of such Monthly Period that any Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of Company or any Affiliate thereof pre-paid prior to the Closing Date but as set forth on Schedule 2.6 hereto (the "Pre-Paid Expense Credits"), it being understood that such pre-paid expenses shall not then due or payableinclude any pre-paid expenses referenced in Section 2.4 hereof. Within twenty (20) calendar days following the end of each Monthly Period, but expressly excluding any and together with the Net Amount to be paid by Company pursuant to Section 2.5 above, Company shall deliver to all Sellers a notice (the "Notice") setting forth all Accounts Receivable received and all Pre-Closing Liabilities paid by Company during such liabilityMonthly Period and all Pre-Paid Expenses Credits attributable to such Monthly Period, responsibility or obligation for litigation or claims such Notice to include evidence of each Account Receivable received and each Pre-Closing Liability paid during such Monthly Period and, in the case of any Governmental Authority relating Pre-Closing Liability which relates to liabilities a product purchased or a service rendered to Company during such period, such Notice shall also attach a copy of the invoice from the seller or service provider thereof; provided, however, Buyer and Company hereby acknowledge and agree that the payment obligations arising under Environmental Laws of each Seller with respect to the Fee Realty included Pre-Closing Liabilities as contemplated by the immediately preceding sentence shall not include any amounts that may accrue from time to time as interest, penalty or other form of liquidated damages pursuant to the terms of any contract, invoice, purchase order or other agreement relating to such Pre-Closing Liability to the extent such interest, penalty or other form of liquidated damages has accrued or become due and owing by Company due to the failure of Buyer, Company or any Affiliate thereof to timely process and pay any invoice related thereto in accordance with the terms thereof. In the event that the aggregate Pre-Closing Liabilities (as reduced by the Pre-Paid Expense Credits, if any) are greater than the aggregate Accounts Receivable during any Monthly Period (the "Shortfall Amount"), as set forth in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits Notice delivered by Company to ratepayers for overbillings or overearnings occurring or relating Sellers pursuant to the period prior terms hereof, then all Sellers, jointly and severally, agree to pay to Company such Shortfall Amount, such payment to be made within five (5) business days following receipt of the Notice, by wire transfer of immediately available funds to the effective time account or accounts designated by Company to Sellers in the Notice or by such other method as Sellers and Company shall mutually agree. Notwithstanding the foregoing, all of Closing, Sellers' and for all toll revenues, settlements, pools, separations studies or similar activities relating to Company's obligations under Sections 2.5 and 2.6 shall cease at the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years end of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded AssetsTrue-Up Period.

Retained Liabilities. Except as specifically set forth in this Agreement, Buyer shall not assume, or become obligated with respect to, any obligations or liabilities of Seller (and Seller shall retain and shall payremain unconditionally liable therefor), perform and discharge when due, including the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "“Retained Liabilities"”): (a) obligations of Seller now existing or which may arise before the Closing with respect to any accounts payable or other payables; (b) obligations of Seller now existing or which may hereafter arise under, by reason of, or in connection with the Purchased Assets before the Closing; (c) obligations arising before the Closing of any term, covenant, or provision of any Plan, Contract, Lease, or other agreement; (d) obligations of Seller now existing or that hereafter may arise under, by reason of, or in connection with any Retained Asset; (e) obligations of Seller now existing or that hereafter may exist by reason of or in connection with any alleged misfeasance or malfeasance by Seller in the conduct of Seller’s Farming Operations, including any tort liability before the Closing; (f) obligations of Seller incurred in connection with or relating to the transfer of the Purchased Assets under this Agreement, including any federal, state, or local income, sales, or other tax incurred by reason of said transfer, all of which shall be the sole responsibility of Seller; (g) any obligation of Seller for federal, state, local, or foreign income or other tax liability attributable to Seller’s ownership of the Purchased Assets or otherwise related to Farming Operations before the Closing; (h) any liabilities or obligations resulting from any litigation or claim or dispute, regardless of whether such litigation or claim or dispute commences before or after the Closing, arising from Seller’s operation of the Purchased Assets or other events occurring before the Closing; (i) Subject to Section 1.5any and all liabilities incurred by Seller in connection with the negotiation, execution or performance of this Agreement (including all trade payables legal, accounting, brokers, finders, and other payment obligations of Seller as of the Closing Dateprofessional fees and expenses); (iij) All long-term debt of Seller any and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments liabilities relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date indebtedness for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Dateborrowed money; and (viiik) All liabilities, responsibilities any and obligations with respect to all liabilities incurred by Seller from and after the Excluded AssetsClosing.

Retained Liabilities. Seller Buyer shall retain and shall paynot be required to assume, perform and pay or discharge when due, the following liabilities, responsibilities and obligations any liability or obligation of Seller with respect Sellers related to the Business Business, or otherwise, unless, and only to the extent, specifically provided for in Section 2.1 of this Agreement (collectively, the "Retained Liabilities"):). Without limiting the foregoing, Buyer shall not assume, and Sellers shall retain, pay and discharge as and when due, any and all liabilities and obligations of Sellers, relating to: (ia) Subject Any warranty and product liability claims to Section 1.5, all trade payables and other payment obligations the extent arising out of Seller as of work performed by the Business on or prior to the Closing Date; (iib) All long-term debt of Seller other liabilities relating to the Business to the extent arising prior to or on the Closing Date, except for liabilities described in Sections 2.1 (c) and debt of Seller owed to any one or more of its Affiliates(d); (iiic) Subject to Section 1.5, all taxes and assessments Any liability relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise arises after the Closing Date to the extent that such liabilities and obligations relate liability arises out of or relates to factsany occurrence, circumstances action or conditions arising or occurring failure of action on or before prior to the Closing Date, except liabilities described in Sections 2.1 (c) and (d); (d) All trade payables and purchase money indebtedness of any of Sellers, other than those liabilities described in Section 2.1(d); (e) Any and all Taxes attributable to or incurred in connection with the operations of the Business or the Transferred Assets prior to or on the Closing Date with respect and any Taxes arising as a result of the sale of the Business and the related transfer of Transferred Assets to the Hired Employees; Buyer, and any transferee or secondary liability of Sellers in respect of any Tax or any liability of Sellers for any Tax of any Person other than Sellers, imposed by Law, Contract or otherwise (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unassertedspecifically excluding all Transfer Taxes, as of the Closing, including any liability under any claim (defined in and which shall be dealt with as provided in Section 3.3) whether made on or before not due or assessed until after the Closing Date) relating to , it being agreed that Taxes assessed and payable for periods both before and after the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported Date shall be determined as of the Closing Date but not then due or payable, but expressly excluding so that Sellers shall retain liability for such Taxes attributable to any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to and including the effective time of Closing, Closing Date and Buyer shall be liable for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges such Taxes for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of any period beginning after the Closing Date; (viif) All liabilitiesAny liability related to any office, responsibilities warehouse or other facility and obligations arising out of any and all real property that was owned, leased or occurring or resulting from the use or ownership of the Transferred Assets operated by Sellers at any time on or before prior to the Closing Date, to the extent such liability relates to acts or omissions that occurred on, at or appurtenant to such facilities and real property on or prior to the Closing Date; (g) Any obligation to or in respect of any employee or former employee of Sellers existing as of the Closing Date for unpaid wages or salary, severance pay and unpaid or unused vacation, sick leave and other paid-time-off benefits, or other compensation and any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation to the extent such claim is based upon or alleged to be based upon acts or omissions which occurred on or prior to the Closing Date. (h) Any and all obligations and liabilities of Sellers, whenever accrued, with respect to any of the ERISA Plans, and any and all liabilities and obligations payable with respect to any other employee benefit plan, program, agreement, policy or arrangement maintained by Sellers, whenever accrued; (i) All liabilities associated with the Retained Assets; and (viiij) All liabilities, responsibilities and obligations with respect liabilities of any of Sellers related to litigation commenced on or prior to the Excluded AssetsClosing Date or commenced after the Closing Date to the extent arising out of occurrences, actions or inactions on or prior to the Closing Date.

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain and exclusive responsibility for, any Liabilities, debts, obligations, undertakings or commitments of Seller (the “Retained Liabilities”), other than the Assumed Liabilities. The Retained Liabilities shall payinclude, perform and discharge when duebut not be limited to, the following liabilities, responsibilities and obligations of Seller following: (1) Any Tax imposed by or payable to any Governmental Authority with respect to any period ending on or prior to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Effective Date; (ii2) All long-term debt Any Liability or obligation accruing, arising out of Seller and debt of Seller owed or relating to any one fact or more circumstance which occurred on or prior to the Effective Date in respect to (a) Liabilities and obligations to employees of its AffiliatesSeller, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other Liabilities and obligations to employees arising from facts or circumstances which occurred on or prior to the Effective Date, (b) any Employee Benefit Plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (c) any portion of any bonuses earned or accrued upon the basis of any events occurring on or prior to the Effective Date, (d) any accrued vacation benefits, (e) any obligation to reimburse any employee for expenses incurred on or prior to the Effective Date, or (f) any obligation to pay sales commissions to employees on account of sales made on or prior to the Effective Date and with respect to which sales Seller has received payment on or prior to the Effective Date; (iii3) Subject Liabilities and obligations arising from or relating to claims or Liabilities for benefits or pay under any severance arrangement of or binding upon Seller, including those related to any alleged wrongful termination of employment solely as a result of the transactions contemplated hereby including Workers Adjustment Retraining and Notification Act (the “WARN Act”) liabilities and obligations; (4) Any Liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s Affiliates (but, then, only to the extent of such insurance coverage and the amount of any deductible or self-insured retention); (5) Any (a) inter-company charges or amounts due to Parent or any Affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, except to the extent that amounts therefor are included in the calculation of the Final Closing Working Capital, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than Buyer or its Affiliates upon redemption of national training coupons sold by Seller on or prior to the Effective Date in circumstances where the same are redeemed more than one (1) year after the issuance of such coupons. (6) Any Accounts Payable not included in the calculation of the Final Closing Working Capital or not included in the reduction to the Cash Purchase Price as provided in Section 1.53.1(A); (7) Any (a) Liability or obligation to indemnify any director, all taxes officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller from Buyer arising under this Agreement, (b) with respect to periods ending on or prior to the Effective Date, Liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and assessments relating any Liability or obligation of a conditional, contingent or similar nature, or (c) Liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred on or prior to the Effective Date; (8) [This section intentionally left blank.]; (9) The obligations of Seller, Parent or their Affiliate(s) on any guaranty of the Facilities Lease; (10) Any debts, Liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for (other than Transfer Taxesy) on or before the Closing Date for Assumed Liabilities, and/or (z) the use, ownership or operation of the Transferred Assets on or before the Closing DateTraining Obligations; (iv11) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities Any Liabilities or obligations that which arise after the Closing Date to the extent that such liabilities and obligations from or relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employeesany Retained Asset; (v12) All liabilities, responsibilities Any Liabilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of operation prior to Closing which, but for the consummation of the transactions contemplated herebyLeased Premises or the Business or any other real property, would have been covered under buildings, improvements or other premises utilized by Seller or its Affiliates, including Liabilities arising from any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this AgreementLaws; (vi13) All liabilities Any Liabilities and obligations for prior period adjustments of revenues from the BusinessSeller to any of its Affiliates or to any of Seller’s or its Affiliates’ past or present directors, for any refunds officers or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Datestockholders; and (viii14) All liabilitiesExcept for the Assumed Liabilities, responsibilities all other Liabilities and obligations with respect of Seller or related to the Excluded Assetsoperation of the Business prior to Closing.

Retained Liabilities. Seller Notwithstanding anything to the contrary contained in this Agreement and regardless of whether such liability or obligation is disclosed herein or on any schedule or exhibit hereto, neither Buyer nor any of its Affiliates shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and assume or be liable for any liabilities or obligations of Seller with respect of any kind or nature except for those liabilities and obligations which are expressly assumed pursuant to Section 2.3 above. Without limiting the generality of the foregoing, Buyer shall not assume any obligations and liabilities of Seller resulting from, arising out of, relating to, in the nature of or caused by any (i) Retained Asset, (ii) Taxes relating to the conduct of the Business prior to Closing and any other Taxes relating to the DSL Business or any other non-Business activities of Seller, (iii) indebtedness for borrowed money or deferred purchase price for fixed assets, (iv) inter-company payables, loans or other inter-company liabilities or obligations of any kind or nature, (v) breach of contract, breach of warranty, tort, infringement or violation of any Legal Requirement to the extent arising out of facts, events, actions or inactions occurring prior to the Closing, (vi) litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature arising out of facts, events, actions or inactions occurring prior to the Closing, (vii) employment and employee benefits-related claims, obligations and liabilities of any Transferred Employees incurred in relation to the period of employment with Seller or its Affiliates prior to and including the Closing Date (except to the extent expressly assumed by Buyer as reflected in Section 9.6), (viii) employment and employee benefits-related claims, obligations and liabilities of any employees of Seller or any of its Affiliates who are not Transferred Employees (including former employees) whether incurred prior to or after the Closing Date, (ix) fees, costs or expenses incurred by Seller in connection with the preparation, negotiation, execution, delivery and performance of this Agreement and the other transactions contemplated hereby, and (x) those accrued liabilities, obligations and expenses expressly set forth on SCHEDULE 2.4 hereto (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired EmployeesRETAINED LIABILITIES"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. Seller Buyer shall retain not assume and shall payhave no liability for any Liability of the Product Line business or any other Liability of Seller except for the liabilities assumed pursuant to Section 2.3. Specifically, perform and discharge when duewithout limitation, Buyer shall not assume any Liability of the Product Line business which arises out of operation of the Product Line business prior to the Closing Date, including, without limitation, the following liabilities, responsibilities and obligations of Seller with respect to Liabilities (the Business (collectively, the "“Retained Liabilities"”): (ia) Subject any Liability under any employee benefit plan or relating to Section 1.5payroll, vacation, sick leave, workers’ compensation, unemployment benefits, profit-sharing plans, health care plans or other benefits of any kind of Seller’s employees or former employees; (b) all trade payables and other payment obligations product liability claims occurring or arising out of products manufactured or sold by Seller as of prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation obligations under warranty claims of the Business (other than Transfer Taxes) on Product Line business occurring or before arising out of products sold by Seller prior to the Closing Date for in excess of $100,000 during the use, ownership or operation of the Transferred Assets on or before twelve (12) month period following the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (bd) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to factsLiability resulting from, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of Applicable Law, or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to environmental matter for the period ending on or before the effective of time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (viie) All liabilitiesany Liability of Seller for Taxes incurred, responsibilities and obligations accrued or otherwise arising out of or occurring or resulting from the use or ownership of the Transferred Assets during any tax period ending on or before prior to the Closing Date, whether directly or pursuant to any contract or agreement between any Seller and a third party; (f) any obligation of Seller to indemnify any Person by reason of the fact that such person was a director, officer, employee, or agent of Seller or was serving at the request of any such entity as a partner, member, 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 (including attorneys’ fees), or otherwise, and whether such indemnification is pursuant to any statute, charter document, by-law, agreement, or otherwise); (g) any Liability of Seller for costs and expenses (including Taxes and legal costs and expenses and fees and commissions payable to investment bankers and other advisors) incurred in connection with this Agreement and the transactions contemplated hereby; (h) any Liability under any employment agreements, benefit arrangements and severance plans to Seller’s employees or former employees; and (viiii) All liabilitiesany Liability for trade accounts payable, responsibilities and accrued expenses or debt obligations with respect of Seller related to the Excluded AssetsProduct Line or otherwise.

Retained Liabilities. Seller Except for the Assumed Liabilities, Purchaser shall retain not assume and shall payhereby expressly disclaims any assumption of any other Liabilities of Seller, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect whether or not related to the Aesthetics Business (collectively, 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: (i) Subject to Section 1.5The ownership, all trade payables and other payment obligations of Seller as use or possession of the Closing DatePurchased Assets and operation of the Aesthetics Business on or before the Effective Time; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to Liabilities first arising in the operation ordinary course of the Aesthetics Business (other than Transfer Taxes) on or before the Closing Date for under the use, ownership or operation of the Transferred Assets on or before the Closing DateAssigned Contracts; (iii) Seller’s Retained Environmental Liabilities; (iv) All liabilities and obligations arising on or before the Closing Date Liabilities with respect to Seller's those employees that may of the Subsidiaries to be hired employed by Buyer Seller after the Closing Date, as identified in Schedule 1.3(b) (the "Hired “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 (aother than Taxes attributable to either of the Subsidiaries for taxable periods (or portions thereof) all liabilities, responsibilities and obligations arising ending on or before the Closing Date relating prior to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances they are reflected in the Final Subsidiary Closing Balance Sheet) for all taxable periods (or conditions arising or occurring portions thereof) ending on or before the Closing Date with respect prior to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing including any Transfer Taxes, if any, and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating Straddle Period Taxes attributable to liabilities Seller pursuant to Sections 4.2(c) and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches 4.2(e) of this Agreement; (vi) All liabilities 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 obligations for prior period adjustments any Liabilities arising from or in connection with any breach, violation, default or failure of revenues from performance of Seller or any third party under the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period Assigned Contracts prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (viiviii) All liabilitiesLiabilities, obligations and responsibilities and obligations of Seller arising out of or occurring or resulting from relating to the use or ownership of the Transferred Assets on or before the Closing DateAncillary Agreements; and (viiiix) All liabilitiesLiabilities arising out of Section 4.2(a) (relating to “lump sum payment” obligations of Seller) under that certain Non-Exclusive Patent License between Seller and Palomar Medical Technologies, responsibilities and obligations with respect to the Excluded Assetsdated October 18, 2006.

Retained Liabilities. Seller shall retain Purchaser does not agree to assume and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations not become liable for any Liabilities of Seller with respect that are not specifically Assumed Liabilities whether or not related to the 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: (i) Subject the Excluded Assets; (ii) the operation of the Business and the Purchased Assets with respect to Section 1.5any periods before the Closing, including, without limitation (A) claims relating to the provision of professional services or any Products at any time before the Closing, (B) expenses for utilities, taxes, and similar items payable on a monthly, annual, or periodic basis to the extent related to periods on or before the Closing, (C) any fees related to the sale or license of the Products before the Closing, (D) all trade payables Accounts Payable (including any invoices or bills issued to Seller regardless of whether they are dated on, after or before the Closing Date to the extent they relate to services received before the Closing or goods used before the Closing) and other payment obligations (E) any Liabilities for commissions payable with respect to sales made on or before the Closing; (iii) any (A) Liabilities under any Assumed Contract arising on or before the Closing Date, (B) Accounts Payable not set forth on Schedule 1.2(a) and (C) any Liabilities under any of Seller as of the Excluded Agreements whether arising before or after the Closing Date; (iiiv) All long-term debt any of Seller Seller’s other business and debt of Seller owed to any one or more of its Affiliatesoperations other than the Business; (iiiv) Subject any obligations between and among Seller and its Affiliates or a Related Person; (vi) any obligation of Seller with respect to Section 1.5its current or former Business Employees, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) employees, agents, or independent contractors accruing on or before the Closing Date for the userelating to their employment or service (or termination thereof), ownership 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 operation similar obligations resulting from Seller’s consummation of the Transferred Assets 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 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, Seller, or the transactions contemplated hereby for, or relating to, all Tax periods ending on or before the Closing Date, and the pre-Closing Date portion of any Tax periods including the Closing Date, 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 foreign tax provision by reason of transactions or events occurring on or before the Closing Date; (ivxii) All liabilities and obligations any Liabilities arising on out of incidents, occurrences, actions, or failures to act by or pertaining to Seller, which occurred before the Closing Date 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 Seller's employees any Products that may be hired by Buyer (the "Hired Employees")were marketed or sold or any development, including (a) all liabilitiesmodification, responsibilities and obligations arising on or use of any Intellectual Property before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including product liability, infringement, or misappropriation claims and any liability under any claim (whether made related claims and litigation arising before, on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of after the Closing Date; (viixiv) All liabilities, responsibilities and obligations any Liabilities of Seller arising out of any matters occurring, or occurring or resulting from the use or ownership of the Transferred Assets obligations incurred, on or before after the Closing DateClosing, except for the Assumed Liabilities; (xv) any Liabilities arising out of any Seller Stockholder Matter; (xvi) any Liability of Seller with respect to any Indebtedness; provided, however, that Seller acknowledges the Outstanding Liabilities owed to Purchaser and Purchaser’s rights to credit bid the Credit Bid Amount as set forth in Section 1.3 hereof; and (viiixvii) All liabilitiesany Liabilities arising out of any Proceeding pending or threatened prior to Closing. It is expressly agreed that all Retained Liabilities shall remain and be the debts, responsibilities obligations, and obligations with respect to liabilities of Seller, and Purchaser shall have no liability or responsibility for any of the Excluded Assetsdebts, obligations, or liabilities arising therefrom, and Seller shall indemnify and hold Purchaser harmless for all such Retained Liabilities.

Retained Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume or be liable for any liabilities or obligations of Sellers, direct or indirect, fixed, contingent or otherwise, known or unknown, which exist prior to or as of the Effective Time or which arise thereafter as a result of any act, omission or circumstance taking place prior to the Effective Time, and whether or not the same are reflected on the Seller Balance Sheets. Without limiting the generality of the foregoing, Sellers shall retain retain, and Purchaser shall pay, perform and discharge when duehave no obligation or liability for, the following liabilities, responsibilities liabilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"):obligations: (i) Subject any liabilities and obligations relating to Section 1.5, all trade payables the Purchased Assets and other liabilities which have arisen or accrued and pertain to a period prior to the Closing Date, including, without limitation, the liability for the payment obligations of Seller any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under Sellers’ Contracts or their Licenses and Permits; (ii) the payment of all Taxes and assessments other than as set forth in Section 4.4; (iii) the employment of any employees of Sellers and/or in connection with the Purchased Assets, including the payment of any compensation, accrued paid time off, sick time, personal days and any amounts accrued under any employee benefit or welfare plan and all pension plan liabilities, in each and every case whether pertaining to the period prior to, on or after the Closing Date as Purchaser will not be hiring any employees of Sellers; (iv) any claim for personal injury or property damage to a Person which is based on any event which occurred in connection with any Purchased Asset prior to the Closing Date; (iiv) All long-term debt any liabilities (including costs of Seller cleanup, containment of other remediation) arising from or in connection with any Environmental Laws, or any environmental, health and debt safety liabilities arising out of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to (i) the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation by any Person of any of the Transferred Seller Real Property, the Purchased Assets or the businesses of Sellers, or (ii) any bodily injury (including illness, disability and death, regardless of when any bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by any Person with respect to the Seller Real Property, the Purchased Assets or the businesses of Sellers that was present or suspected to be present on or before the Closing Date; (iv) All liabilities , if such Hazardous Substance emanated or allegedly emanated from any property and obligations arising was present or suspected to be present on the Seller Real Property on or before prior to the Closing Date with respect to Seller's employees that may be hired Date, or (iii) any Hazardous Substance released or allegedly released by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising any Person on or before at the Seller Real Property at any time on or prior to the Closing Date relating to collective bargaining agreements or other union contracts, and (b) Date. The parties acknowledge that liability for any such liabilities or obligations that arise Hazardous Substance first Released after the Closing Date shall be governed by the terms of the applicable Lease Agreement; and The rights and obligations of the parties under this Section 3.2 shall survive the Closing for the period set forth in Section 15.5(e) and subject to the extent that such liabilities limitations of liability set out in Sections 15.5(a) and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets15.5(f).

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain and exclusive responsibility for, any Liabilities, debts, obligations, undertakings or commitments of Seller (the “Retained Liabilities”), other than the Assumed Liabilities. The Retained Liabilities shall payinclude, perform and discharge when duebut not be limited to, the following liabilities, responsibilities and obligations of Seller following: (1) Any Tax imposed by or payable to any Governmental Authority with respect to any period ending on or prior to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Effective Date; (ii2) All long-term debt Any Liability or obligation accruing, arising out of Seller and debt of Seller owed or relating to any one fact or more circumstance which occurred on or prior to the Effective Date in respect to (a) Liabilities and obligations to employees of its AffiliatesSeller, including those for accident, disability, health (including unfunded medical liabilities) and worker’s compensation insurance or benefits, and all other Liabilities and obligations to employees arising from facts or circumstances which occurred on or prior to the Effective Date, (b) any Employee Benefit Plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (c) any portion of any bonuses earned or accrued upon the basis of any events occurring on or prior to the Effective Date, (d) any accrued vacation benefits, (e) any obligation to reimburse any employee for expenses incurred on or prior to the Effective Date, or (f) any obligation to pay sales commissions to employees on account of sales made on or prior to the Effective Date and with respect to which sales Seller has received payment on or prior to the Effective Date; (iii3) Subject Liabilities and obligations arising from or relating to claims or Liabilities for benefits or pay under any severance arrangement of or binding upon Seller, including those related to any alleged wrongful termination of employment solely as a result of the transactions contemplated hereby including Workers Adjustment Retraining and Notification Act (the “WARN Act”) liabilities and obligations; (4) Any Liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s Affiliates (but, then, only to the extent of such insurance coverage and the amount of any deductible or self-insured retention); (5) Any (a) inter-company charges or amounts due to Parent or any Affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, except to the extent that amounts therefor are included in the calculation of the Final Closing Working Capital, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than Buyer or its Affiliates upon redemption of national training coupons sold by Seller on or prior to the Effective Date in circumstances where the same are redeemed more than one (1) year after the issuance of such coupons. (6) Any Accounts Payable not included in the calculation of the Final Closing Working Capital or not included in the reduction to the Cash Purchase Price as provided in Section 1.53.1(A); (7) Any (a) Liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller from Buyer arising under this Agreement, (b) with respect to periods ending on or prior to the Effective Date, Liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any Liability or obligation of a conditional, contingent or similar nature, or (c) Liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred on or prior to the Effective Date; (8) Any Liability of Seller or its Affiliates to the former owner(s) of the Business for royalty payments, deferred purchase price or other obligation including, without limitation, all taxes liabilities under the agreement between Seller and assessments relating the former owner of the Business identified in Schedule 3.4(B)(8); (9) The obligations of Seller, Parent or their Affiliate(s) on any guaranty of the Facilities Leases; (10) Any debts, Liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for (other than Transfer Taxesy) on or before the Closing Date for Assumed Liabilities, and/or (z) the use, ownership or operation of the Transferred Assets on or before the Closing DateTraining Obligations; (iv11) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities Any Liabilities or obligations that which arise after the Closing Date to the extent that such liabilities and obligations from or relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employeesany Retained Asset; (v12) All liabilities, responsibilities Any Liabilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of operation prior to Closing which, but for the consummation of the transactions contemplated herebyLeased Premises or the Business or any other real property, would have been covered under buildings, improvements or other premises utilized by Seller or its Affiliates, including Liabilities arising from any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this AgreementLaws; (vi13) All liabilities Any Liabilities and obligations for prior period adjustments of revenues from the BusinessSeller to any of its Affiliates or to any of Seller’s or its Affiliates’ past or present directors, for any refunds officers or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Datestockholders; and (viii14) All liabilitiesExcept for the Assumed Liabilities, responsibilities all other Liabilities and obligations with respect of Seller or related to the Excluded Assetsoperation of the Business prior to Closing.

Retained Liabilities. Buyer shall not assume, and Seller shall retain and Parties shall pay, perform and discharge when due, any and all Liabilities (including any Liability arising under this Agreement) other than the Assumed Liabilities (collectively, the “Retained Liabilities”). If any Retained Liability is not timely paid, or if Buyer determines that Seller Parties’ failure to pay any such Retained Liability would be reasonably likely to impair or impede Buyer’s conduct of the Business or otherwise adversely affect Buyer or the Business, then Buyer or any of its Affiliates, at any time on or after the Closing Date, may make such payments directly to the party to whom payment is due. Upon making such payment and in addition to any other rights or remedies Buyer may have in this Agreement at law or in equity, Seller Parties shall reimburse Buyer for the full amount of Buyer’s payment within five days after Buyer’s delivery of evidence of such payment being made; provided that Buyer may, at its sole discretion, elect to forego such reimbursement rights and instead offset the outstanding balance of the Note by the amount paid by Buyer for any Retained Liability. Without limiting the generality of the foregoing, the following liabilities, responsibilities and obligations Liabilities of Seller Parties (to the extent not among the Assumed Liabilities) shall constitute Retained Liabilities: (a) Liabilities of any type whatsoever (whether in tort, contract or otherwise) relating to or arising from any actions, omissions or occurrences taking place prior to the Closing Date, including with respect to the Business provision of (or failure to provide) professional medical or health care services; (b) Liabilities existing as of the Closing Date under any Contract (including any Assumed Contract), whether or not (i) such Contract has been disclosed to Buyer or (ii) such Liability relates to any breach or failure to perform when due any term of such Contract; (c) Liabilities for indebtedness of any of the Seller Parties, including (i) indebtedness for borrowed money, whether or not evidenced in writing and whether secured or unsecured, (ii) all trade payables, notes payable, accounts payable or similar Liabilities (the “Accounts Payable”), (iii) obligations under conditional sale or other title retention agreements relating to purchased property, (iv) capital lease obligations, (v) guarantees of any indebtedness referred to in clauses (i)-(iv) of Seller Parties or any other individual or entity; (d) Liabilities relating to or arising from the Excluded Assets; (e) Liabilities for federal, state or local income, excise, sales, use, property, franchise or other taxes of any Seller Party, including all Liabilities for the payment of any taxes imposed by law on any Seller Party arising at any time from or by reason of the transactions set forth in this Agreement and the other Transaction Documents (collectively, the "Retained Liabilities"):“Transactions”); (if) Subject Liabilities for all compensation and employee benefits to any Service Provider (as defined in Section 1.52.15(a)) including unpaid payroll taxes and expenses, all trade payables bonuses, termination pay or severance obligatins, sick, personal and other payment obligations of Seller as of the vacation time, earned or accrued prior to Closing Date; (iig) All longLiabilities arising from any Seller Party’s failure to provide timely notice or to obtain any third-term debt party consent required prior to or in connection with the execution and delivery of Seller and debt any Transaction Document or the consummation of Seller owed to any one or more of its Affiliatesthe Transactions; (iiih) Subject Liabilities resulting from any violation (or alleged violation) by any Seller Party or any Service Provider, employee, agent or Affiliate of any Seller Party of any law, statute, code, ordinance, regulation or rule, including any of the Health Care Laws (as defined in Section 2.9), of any court or other governmental authority of competent jurisdiction and authority, that relate to Section 1.5or arise from the Purchased Assets, all taxes and assessments relating to the Centers or the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viiii) All liabilities, responsibilities and obligations Except with respect to the Excluded AssetsDecemeber Refunds, Liabilities, damages, obligations, overpayments, false claims, penalties, fines, assessments, repayments, recoupments, offsets, recoveries, adjustments or similar liabilities of any Seller Party to any federal or state governmental agency, commercial insurer, employer, patient or any other third party that relate to or arise from the provision of, billing for, or failure to provide professional medical or health care services prior to the Closing Date.

Retained Liabilities. Buyer shall not assume and at the Closing Seller shall retain and shall 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 or arising from the following liabilities, responsibilities and obligations of Seller with respect (collectively referred to the Business (collectively, herein as the "Retained Liabilities"): (ia) Subject to Section 1.5, all trade payables and other payment obligations of Seller as 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 after the Closing Date under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller or the Business with respect to ownership or use of the Assets and Seller's conduct and operation of the Business on and prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed to any one or more of its AffiliatesExcluded Assets; (iiid) Subject to Section 1.5Non-Transferred Employees, all taxes the Seller's Employee Benefit Plans and assessments relating Employee Plans (except to the operation of the Business (other than Transfer Taxesextent 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 or accruing on or before prior to the Closing Date for (except to the use, ownership or operation extent any such payment obligation becomes the responsibility and obligation of the Transferred Assets on or before the Closing DateBuyer in accordance with Article X); (ive) All liabilities and obligations arising Proceedings involving Seller, the Assets or the Business based on or before the Closing Date with respect to conduct (including Seller's employees that may be hired by Buyer (performance under any Contract included among the "Hired Employees"Assets), including (a) all liabilitiesaction, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the ClosingDate, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time Proceedings described in Items I.1 and I.2 of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, Schedule 5.8 but expressly excluding any such liability, responsibility liabilities or obligation for litigation or claims of any Governmental Authority obligations relating to liabilities and obligations arising under Environmental Laws any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(d) with respect to the Fee Realty included Proceedings described in Section 2.2(d)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the Transferred Assets, unless Business such liabilities, responsibilities and obligations result from the actions as generic or omissions of Buyer constituting breaches of this Agreementindustry-wide Proceedings; (vif) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateRetained Environmental Liabilities; and (viiig) All liabilitiesOne-half of the Transaction Taxes arising out of the sale of the Assets, responsibilities to Buyer hereunder. Seller hereby irrevocably and obligations with respect to unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the Excluded Assetscontractual relationships and indemnification arrangements between Buyer and Seller).

Retained Liabilities. At Closing, Seller shall retain all liability for, and Buyer shall pay, perform and discharge when duenot have any obligation or liability concerning the following (collectively, the following liabilities“Retained Liabilities”): (1) any liabilities under any Contracts, responsibilities to the extent such liabilities are due and payable prior to the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable prior to the Closing Date under any Contracts; (2) any liabilities under the Declaration as owner of the Property to the extent such liabilities are due and payable prior to the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable prior to the Closing Date under the Declaration as owner of the Property; (3) any liabilities under the Development Agreement dated October 26, 1998 and recorded August 6, 1999 in the Official Records of San Mateo County, California (the “Development Agreement”), excluding any expenses or other liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement (including but not limited to obligations under Section 9.20 of the Declaration), provided, however, that neither Seller nor Buyer is hereby asserting that there are now or hereafter any liabilities under the Development Agreement other any liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement; (4) any claim for personal injury or property damage which is based on any event that occurred prior to the Closing Date either at the Real Property or in connection with the Property; (5) any damages (including costs of cleanup, containment or other remediation) arising from or in connection with any environmental, health or safety liabilities arising out of or relating to (i) the ownership or operation of the Property by Seller prior to the Closing Date, or (ii) any bodily injury (including illness, disability and death, regardless of when any bodily injury manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by Seller with respect to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateProperty.; and (viii6) All liabilitiesany pending litigation against Seller or litigation filed against Seller after Closing pertaining to the Retained Liabilities. Notwithstanding the foregoing or anything to the contrary contained in this Agreement or in any other document contemplated herein or executed in connection herewith, responsibilities Seller and obligations Buyer hereby acknowledge and agree that in no event shall Seller have any liability or obligation (as a Retained Liability or otherwise) with respect to matters for which the Excluded Assets“Lessee” under any Tenant Lease is responsible or liable (including but not limited to any payment or reimbursement obligations of the “Lessee” under the Tenant Leases).

Retained Liabilities. Seller shall retain and shall pay, perform and discharge anddischarge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"); provided that Retained Liabilities shall not include any liability, responsibility or obligation with respect to any matter that is the subject of a representation, warranty or covenant by Seller (breaches of which shall be handled in accordance with Article 12): (ia) Subject to Section 1.510.5, all trade payables and other accrued payment obligations of Seller as of the Closing Date; (iib) All long-term debt of Seller (including indebtedness to the Bondholders) and debt of Seller owed to any one or more of its Affiliates; (iiic) Subject to Section 1.510.5, all taxes federal, state and assessments local income, franchise, gross receipts and similar Taxes of Seller or its consolidated or combined group and all federal, state and local income, franchise, gross receipts and sales, use, property or other Taxes relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for or the use, ownership or operation of the Transferred Assets Purchased Property on or before the Closing Date; (ivd) All Except to the extent otherwise provided in Article 11, all liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Transferred Employees"), including (ai) all liabilities, liabilities responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contractsContracts, and (bii) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date Date, but excluding any Future Regulatory Obligations with respect to the Hired Transferred Employees; (ve) All liabilities, responsibilities and obligations arising resulting from (i) litigation and claims that arise out of or related an occurrence prior to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date, (ii) relating to the period ending on or before the effective time litigation and claims in respect of Closing which, but for the consummation Retained Future Regulatory Obligations and (iii) litigation and claims in respect of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this AgreementRetained Future Capital Expenditure Obligations; (vif) All liabilities Any Retained Future Regulatory Obligations and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateRetained Future Capital Expenditure Obligations; and (viiig) All liabilities, responsibilities and obligations with respect to the Excluded AssetsProperty and Excluded Contracts.

Retained Liabilities. Buyer shall not assume and at the Closing Seller shall retain and shall 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 or arising from the following liabilities, responsibilities and obligations of Seller with respect (collectively referred to the Business (collectively, herein as the "Retained Liabilities"): (ia) Subject all indebtedness for money borrowed by Seller (including items due to Section 1.5, all trade payables and Seller's Affiliates) other than payment obligations arising after the Closing Date under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller as or the Business with respect to ownership or use of the Assets and Seller's conduct and operation of the Business on and prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed to any one or more of its AffiliatesExcluded Assets; (iiid) Subject to Section 1.5Non-Transferred Employees, all taxes the Seller's Employee Benefit Plans and assessments relating Employee Plans (except to the operation of the Business (other than Transfer Taxesextent 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 or accruing on or before prior to the Closing Date for (except to the use, ownership or operation extent any such payment obligation becomes the responsibility and obligation of the Transferred Assets on or before the Closing DateBuyer in accordance with Article X); (ive) All liabilities and obligations arising Proceedings involving Seller, the Assets or the Business based on or before the Closing Date with respect to conduct (including Seller's employees that may be hired by Buyer (performance under any Contract included among the "Hired Employees"Assets), including (a) all liabilitiesaction, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the ClosingDate, including any liability under any claim (whether made Proceedings described as Retained Liabilities on or before the Closing DateSchedule 2.2(b) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility liabilities or obligation for litigation or claims of any Governmental Authority obligations relating to liabilities any Proceeding described as Assumed Liabilities on Schedule 2.2(b) and obligations arising under Environmental Laws any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(c) with respect to the Fee Realty included Proceedings described in Section 2.2(c)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the Transferred Assets, unless Business such liabilities, responsibilities and obligations result from the actions as generic or omissions of Buyer constituting breaches of this Agreementindustry-wide Proceedings; (vif) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateRetained Environmental Liabilities; and (viiig) All liabilitiesOne-half of the Transaction Taxes arising out of the sale of the Assets, responsibilities to Buyer hereunder. Seller hereby irrevocably and obligations with respect to unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the Excluded Assetscontractual relationships and indemnification arrangements between Buyer and Seller).

Retained Liabilities. Buyer shall not and does not by execution and performance of this Agreement or otherwise (including under theories of successor liability) assume or become liable for any obligations, liabilities or indebtedness of Seller, whether relating to the Business or otherwise, whether known or unknown, due or to become due, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, absolute, contingent, executory or otherwise, howsoever or whenever arising, that are not expressly assumed by Buyer or Buyer's designee pursuant to Section 2.2 and Seller shall retain and shall payretain, perform pay and discharge when duedue all such obligations, the following liabilities, responsibilities and obligations of Seller with respect to indebtedness (other than the Business Assumed Liabilities) (collectively, the "Retained Liabilities"):), including without limitation the following: (a) Any liabilities, obligations, penalties or damages arising under or from as applicable (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Contracts in connection with any breaches or defaults thereunder occurring on or before the Closing Date; , including any claims relating to any breaches by Seller of any warranty or representation under any Contracts with respect to services rendered on or before the Closing Date, (ii) All long-term debt any damages, fines, interest or penalties assessed against Seller by any Governmental Entity arising out of Seller and debt of Seller owed to any one acts or more of its Affiliates; omissions occurring on or before the Closing Date, (iii) Subject to Section 1.5, all taxes and assessments relating to any infringement by Seller on the operation rights of others in connection with the Business (other than Transfer Taxes) occurring on or before the Closing Date for or (iv) fraud, breach, misfeasance, negligence, strict liability in tort, injury to persons or property or under any other theory relating to the use, ownership or operation of the Transferred Assets Business occurring on or before the Closing Date; (ivb) All Any assessments, claims or liabilities and obligations (including interest and/or penalties) for Taxes arising out of, accruing or resulting from the operation of the Business, or the use, ownership or operation of the Purchased Assets on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (and/or resulting from the "Hired Employees")sale, including (a) all liabilitiestransfer or purchase of the Purchased Assets hereunder, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date except to the extent that such liabilities and obligations relate to facts, circumstances otherwise provided in Section 2.7 or conditions arising or occurring on or before the Closing Date with respect to the Hired EmployeesSection 10.1; (vc) All liabilitiesAny liabilities arising under the Excluded Contracts, responsibilities and obligations except as otherwise provided in Section 2.1.3; (d) Any liabilities related to any Plan, except as otherwise provided in Schedule 7.1; (e) Any liabilities related to claims or actions of any kind, including with regard to the payment or nonpayment of bonuses prior to the Closing Date, related to or arising out of the employment or related to any actions, lawsuits termination by Seller of prior or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closingcurrent employees, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateIn-Scope Employees; and (viiif) All liabilities, responsibilities Any other liabilities and obligations with respect to the Excluded Assetslisted on Schedule 2.3(f).

Retained Liabilities. Buyer shall not assume and at the Closing Seller shall retain and shall pay, perform and discharge when due, all of the liabilities and obligations relating to or arising from the following liabilities, responsibilities and obligations of Seller with respect (collectively referred to the Business (collectively, herein as the "Retained Liabilities"): (ia) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of under the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating IDRB Documents except to the operation of extent also included in Buyer's IDRB Obligations or the Business Assumed IDRB Indebtedness, and any other indebtedness for money borrowed by Seller (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect including items due to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (aAffiliates) all liabilities, responsibilities and other than payment obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller based on income and any motor vehicle registration Taxes for periods prior to the year in which Closing occurs; (c) Excluded Assets; (d) Non-Transferred Employees, the Seller's Employee Benefit Plans and Employee Plans (except to the extent that 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 or accruing on or prior to the Closing Date (except to the extent any such liabilities payment obligation becomes the responsibility and obligations relate to 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 Contract included among the Assets), action, facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, including Proceedings described as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payableRetained Liabilities in Schedule 2.2(d), but expressly excluding any such liability, responsibility liabilities or obligation for litigation or claims of any Governmental Authority obligations relating to liabilities any Proceeding described as Assumed Liabilities in Schedule 2.2(d) and obligations arising under Environmental Laws any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(e) with respect to the Fee Realty included Proceedings described in Section 2.2(e)), (y) Future Regulatory Obligations and (z) Proceedings affecting the Transferred Assets, unless such liabilities, responsibilities and obligations result from industries in which the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateBusiness competes; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. Seller Except for the Assumed Liabilities, Buyer shall retain not assume by virtue of this Agreement or the transactions contemplated hereby, and shall payhave no liability for, perform and discharge when due, the following liabilities, responsibilities and obligations any Liability of Seller with respect of any kind, character or description whatsoever. Without limiting the generality of the foregoing, to the Business (collectivelyextent not included in the Assumed Liabilities, the "Retained Liabilities"):Buyer shall not assume: (i) Subject to Section 1.5any Indebtedness of Seller arising before the Closing Date, all except as reflected on the Financial Statements; (ii) any Liability for trade payables and other payment obligations of Seller as of arising or accruing prior to the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or any Environmental Claim arising before the Closing Date; (iv) All liabilities and obligations arising on or before any Liability related to businesses of Seller other than the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired EmployeesBusiness; (v) All liabilities, responsibilities and obligations arising out of or any Liability related to any actions, lawsuits or legal proceedings based the Lease Agreements listed on facts, circumstances or conditions arising, existing or occurring on or Schedule 2.23 arising before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vi) any Liability related to any Seller Indebtedness; (vii) All liabilities, responsibilities and obligations arising out of any Liability related to Seller's employment or occurring or resulting from the use or ownership termination of the Transferred Assets on Employees or Seller Benefit Plan, including but not limited to claims relating to wages, compensation, severance pay, sick or vacation leave, disability benefits, pension benefits, retirement benefits, other employee benefits or arising under the WARN Act; (viii) any Liability for infringement, misappropriation or violation of any Intellectual Property Rights arising before the Closing Date; and; (viiiix) All liabilities, responsibilities and obligations any Liability for Taxes with respect to Seller, Shareholder, the Excluded AssetsPurchased Assets or the Business relating to periods on or prior to the Closing Date; (x) any Liability for refunds payable to third party payors and other covered persons under the Assumed Contracts ("REFUNDS PAYABLE") arising from the Ordinary Course of Business before the Closing Date (collectively, subparagraphs (i) and all others through (xiii) are the "RETAINED LIABILITIES"). Seller shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities.

Retained Liabilities. The term “Retained Liabilities” shall mean all liabilities of the Seller shall retain not expressly assumed by the Buyer and shall payinclude, perform and discharge when duebut not be limited to, the following liabilities, responsibilities and obligations following: (i) any liability or obligation of Seller in connection with this Agreement or the Transactions, including, without limitation, attorneys’, accountants’, investment bankers’ and consultants’ fees and expenses pertaining to the performance by Seller of its or his respective obligations hereunder, (ii) except as provided in Section 8.4 hereof, any liability or obligation of Seller for Taxes, whether relating to periods before or after the Closing Date, or whether incurred by the Seller in connection with this Agreement, the Transactions or the Business, (iii) any liability or obligation of Seller under any guarantee or any agreement to provide indemnification to any other Person, (iv) any liability or obligation of Seller for management or executive bonuses or arising from or relating to any Employment-Related Agreement, (v) any liability or obligation to any shareholder or former shareholder of the Seller, (vi) indebtedness and all other obligations and liabilities of Seller to any bank or other lender (“Bank Debt”), (vii) any liability or obligation arising from acts or omissions of Seller, directors, shareholders, representatives, sales agents or employees, except to the extent such liability or obligation is an Assumed Liability, (viii) any liability or obligation for services rendered, except to the extent such liability or obligation is an Assumed Liability, (ix) any liability or obligation of Seller under or with respect to the Business (collectivelyany lease, the "Retained Liabilities"): (i) Subject to Section 1.5contract, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one arrangement or more of its Affiliates; (iii) Subject to Section 1.5commitment, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date except to the extent that such liabilities and obligations relate liability or obligation is an Assumed Liability, (x) any liability or obligation of Seller arising as a result of or out of any claim, any legal or equitable action, proceeding or investigation pertaining to factsor relating in any way to Seller initiated at any time, circumstances whether or conditions arising not described in any Schedule hereto, (xi) any liability or occurring on obligation to pay for any products, goods, raw materials or before the Closing Date with respect services delivered or provided to Seller, except to the Hired Employees; extent such liability or obligation is an Assumed Liability, or (vxii) All liabilities, responsibilities and obligations any liability or obligation of Seller arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations non-compliance with respect to the Excluded Assetsany Environmental Protection Laws.

Retained Liabilities. Other than the Assumed Liabilities, Purchaser shall not assume and shall not be liable for, and Seller shall retain and, as between Purchaser and shall paySeller, perform remain solely liable for and discharge when dueobligated to discharge, the following liabilities, responsibilities all liabilities and obligations of Seller with respect to Seller, whether known or unknown, accrued or not accrued, fixed or contingent, and arising out of or resulting from the operation of the Business (each a “Retained Liability” and collectively, the "“Retained Liabilities"): ”), including but not limited to: (ia) Subject to Section 1.5, all trade payables costs and other payment obligations expenses of Seller as incurred or to be incurred by it in the negotiation and preparation of this Agreement and carrying out the Closing Date; transactions contemplated by this Agreement, including legal fees, (iib) All long-term debt obligations, commitments or other liabilities of Seller and debt (each a “Liability”) under any Contract of Seller owed to any one or more of its Affiliates; other than the Assigned Contracts, (iiic) Subject to Section 1.5, all taxes and assessments Liabilities relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the useClosing, ownership or operation of the Transferred Assets on or before the Closing Date; (ivd) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations Liabilities arising out of or related relating to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such product liability, responsibility or obligation for litigation or claims breach of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies warranty or similar activities relating claim for injury to the Exchanges for person or property which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting resulted from the use or ownership of misuse of, or otherwise related to Product, used, manufactured, or sold before the Transferred Closing, (e) Seller’s liabilities for Taxes and all liabilities for Taxes attributable to the Assets or the Business for all taxable periods (or portions thereof) ending on or before prior to the Closing Date; and , (viiif) All liabilitieslitigation currently pending against Seller or, responsibilities to the knowledge of Seller, currently threatened against Seller, (g) obligations, liabilities and obligations commitments of Seller with respect to any employee or contractor of Seller or the Business, including for salary, wages, overtime, severance, benefits or other monetary obligations relating or owed to any of such employees or contractors, (h) obligations, commitments and liabilities arising from the Excluded Assets, and (i) other obligations, liabilities and commitments of Seller that are not an Assumed Liability.

Retained Liabilities. Except for the Assumed Liabilities, Purchaser shall not assume any Liability of Seller of any kind, and Seller shall retain be responsible for the timely payment, performance and shall paysatisfaction of all of Seller’s Liabilities relating to or occurring or existing in connection with, perform and discharge when dueor arising out of, the following liabilities, responsibilities ownership of the Acquired Assets and obligations the operation of Seller with respect the Business prior to the Business Closing Date (collectively, the "“Retained Liabilities"):”), including without limitation: (ia) Subject all Liabilities relating to Section 1.5any warranty claims for work or services furnished, all trade payables and other payment obligations of performed or provided by Seller as of prior to the Closing Date; (iib) All long-term debt of all Liabilities owed or owing pursuant to any employment agreements, whether written or oral, between the Seller and debt Business Employees of Seller owed to any one or more of its Affiliatesthe Seller, including without limitation the employment agreements described in Schedule 2.4(c); (iiic) Subject to Section 1.5, all taxes and assessments Liabilities arising from or relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets any Benefit Plans occurring on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (ad) all liabilitiesLiabilities, responsibilities and obligations arising on whether or before not pending as of the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date Proceedings of any nature with respect to the extent that such liabilities and obligations relate to facts, circumstances Acquired Assets or conditions arising the Business for acts or omissions occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (viie) All liabilitiesall Liabilities related to the Business Employees, responsibilities and obligations arising out not including, for the avoidance of doubt, such Business Employees’ accrued vacation or other paid time off; (f) all Liabilities relating to, or occurring or resulting from existing in connection with, or arising out of, the use or ownership and operation of the Transferred Assets Excluded Assets, whether before, on or before after the Closing Date; and (viiig) All liabilitiesany repayments or reimbursements owed to any customers of the Business for work or services provided or performed, responsibilities and obligations with respect excluding early payment discounts, or overpayments made to Seller, to the Excluded Assetsextent not offset by costs in excess of ▇▇▇▇▇▇▇▇, prior to the Closing Date.

Retained Liabilities. Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities duties and obligations with respect to (a) all operating expenses related to the Excluded Purchased Assets and attributable to the period before the Effective Time and during the time that Sellers owned the affected Purchased Assets; provided, however, that (i) Sellers’ retention of the obligations set forth in this Section 2.5(a) shall terminate on the first anniversary of the Closing, (ii) any claim against Sellers under this Section 2.5(a) which is not asserted by a notice as herein provided within such time period may not be pursued and shall thereafter be forever barred and (iii) after such termination, such obligations shall become Assumed Liabilities, (b) royalties and rentals (including the Suspension Amounts) due under the Purchased Assets attributable to the period before the Effective Time and any interest or penalties arising directly in connection therewith, (c) Taxes related to the Purchased Assets and attributable to the period before the Effective Time, (d) any liability or obligation of Sellers which is not a Permitted Lien under any note, bond or indenture where Sellers are the obligor, (e) any liability arising out of or resulting from the employment relationship between Sellers and any of their current or former employees or the termination by Sellers prior to the Closing Date of any such employment relationship with Sellers, including, without limitation, liabilities for severance or similar benefits or with respect to any claim for wrongful discharge, breach of contract, unfair labor practice, violation of the Worker Adjustment and Retraining Notification Act, continued health benefits, employment discrimination, unemployment compensation or workers’ compensation, (f) any liability occurring as a result of this Agreement and arising out of, relating to or resulting from any bulk transfer or similar laws of any jurisdiction and (g) the injury or death of any person in connection with the ownership, operation or use of the Purchased Assets prior to the Closing without limit and notwithstanding anything to the contrary contained herein (the “Retained Liabilities”).

Retained Liabilities. At Closing, Seller shall retain all liability for, and Buyer shall pay, perform and discharge when duenot have any obligation or liability concerning the following (collectively, the following liabilities“Retained Liabilities”): (1)any liabilities under any Contracts, responsibilities to the extent such liabilities are due and payable prior to the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable prior to the Closing Date under any Contracts; (2)any liabilities under the Declaration as owner of the Property to the extent such liabilities are due and payable prior to the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable prior to the Closing Date under the Declaration as owner of the Property; (3)any liabilities under the Development Agreement dated October 26, 1998 and recorded August 6, 1999 in the Official Records of San Mateo County, California (the “Development Agreement”), excluding any expenses or other liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement (including but not limited to obligations under Section 9.20 of the Declaration), provided, however, that neither Seller nor Buyer is hereby asserting that there are now or hereafter any liabilities under the Development Agreement other any liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement; (4)any claim for personal injury or property damage which is based on any event that occurred prior to the Closing Date either at the Real Property or in connection with the Property; (5)any damages (including costs of cleanup, containment or other remediation) arising from or in connection with any environmental, health or safety liabilities arising out of or relating to (i) the ownership or operation of the Property by Seller prior to the Closing Date, or (ii) any bodily injury (including illness, disability and death, regardless of when any bodily injury manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by Seller with respect to the Business Property.; and (collectively, 6)any pending litigation against Seller or litigation filed against Seller after Closing pertaining to the "Retained Liabilities"): (i) Subject . Notwithstanding the foregoing or anything to Section 1.5the contrary contained in this Agreement or in any other document contemplated herein or executed in connection herewith, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Buyer hereby acknowledge and agree that in no event shall Seller owed to have any one liability or more of its Affiliates; obligation (iiias a Retained Liability or otherwise) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer matters for which the “Lessee” under any Tenant Lease is responsible or liable (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related but not limited to any actions, lawsuits payment or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as reimbursement obligations of the Closing, including any liability “Lessee” under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded AssetsTenant Leases).

Retained Liabilities. Seller At Closing, Sellers shall retain all Liabilities for, and Purchaser shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"):not have any obligation or Liability concerning: (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or before the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilitiesany Liabilities under the Tenant Leases, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contractsContracts, and (b) any such liabilities Licenses and Permits which have arisen, accrued or obligations that arise after the Closing Date pertain to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the a period prior to the effective time Closing Date, including, without limitation, the Liability for the payment of Closingany amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Tenant Leases, Contracts, and for Licenses and Permits; and (b) the payment of all toll revenues, settlements, pools, separations studies Taxes and assessments due and payable or similar activities relating accrued but not yet paid prior to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date;, except to the extent Purchaser has received a credit for such Taxes and assessments under Article 9; and (viic) All liabilitiesthe employment and employment benefits of any Employees, responsibilities including the payment of any compensation, accrued paid time off, sick time, personal days and obligations arising out any amounts accrued under any employee benefit or welfare plan of Sellers; and (d) any claim for personal injury or occurring property damage to a Person which is based on any event which occurred at the Real Property or resulting from in connection with the use or ownership of the Transferred Assets on or before Businesses prior to the Closing Date; and (viiie) All liabilitiesany damages (including costs of cleanup, responsibilities containment or other remediation) arising from or in connection with any environmental health or safety liabilities arising out of or relating to (i) the ownership or operation by any Person at any time on or prior to the Closing Date of the Assets, or (ii) any bodily injury (including illness, disability and obligations death, regardless of when any bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other damage of or to any Person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by any Person with respect to the Excluded Assets, that was present or suspected to be present on or before the Closing Date on or at the Real Property (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any property and was present or suspected to be present on the Real Property, on or prior to the Closing Date), or was released or allegedly released by any Person on, at, or about the Assets at any time on or prior to the Closing Date; and (f) any actual, pending or threatened litigation as set forth on Schedule 2.4(f) (collectively, all items contained in this Section 2.4 being the “Retained Liabilities”). The rights and obligations of the Parties under this Section 2.4 shall survive the Closing.

Retained Liabilities. Buyer shall not assume and at the Closing Seller shall retain and shall 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 or arising from the following liabilities, responsibilities and obligations of Seller with respect (collectively referred to the Business (collectively, herein as the "Retained Liabilities"): (ia) Subject to Section 1.5, all trade payables and other payment obligations of Seller as 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 after the Closing Date under any equipment lease listed in Part VII of Schedule 5.12 or under any line extension Contracts or similar construction arrangements, it being understood and agreed that such leases, Contracts and similar arrangements do not create indebtedness for money borrowed; (b) Taxes of Seller or the Business with respect to ownership or use of the Assets and Seller's conduct and operation of the Business on and prior to the Closing Date; (iic) All long-term debt of Seller and debt of Seller owed to any one or more of its AffiliatesExcluded Assets; (iiid) Subject to Section 1.5Non-Transferred Employees, all taxes the Seller's Employee Benefit Plans and assessments relating Employee Plans (except to the operation of the Business (other than Transfer Taxesextent 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 or accruing on or before prior to the Closing Date for the use, ownership or operation of the Transferred Assets on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date except to the extent that any such liabilities payment obligation becomes the responsibility' and obligations relate to 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 Contract included among the Assets), action, facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the ClosingDate, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time Proceedings described in Items I.1 and I.2 of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, Schedule 5.8 but expressly excluding any such liability, responsibility liabilities or obligation for litigation or claims of any Governmental Authority obligations relating to liabilities and obligations arising under Environmental Laws any Proceeding relating to (x) Assumed Liabilities (subject to the proviso set forth in Section 2.2(d) with respect to the Fee Realty included Proceedings described in Section 2.2(d)), (y) Future Regulatory Obligations and (z) Proceedings affecting other Persons engaged in a business similar to the Transferred Assets, unless Business such liabilities, responsibilities and obligations result from the actions as generic or omissions of Buyer constituting breaches of this Agreementindustry-wide Proceedings; (vif) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations arising out of or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing DateRetained Environmental Liabilities; and (viiig) All liabilitiesOne-half of the transaction taxes arising out of the sale of the Assets, responsibilities to Buyer hereunder. Seller hereby irrevocably and obligations with respect to unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising but of the Excluded Assetscontractual relationships and indemnification arrangements between Buyer and Seller).

Retained Liabilities. Buyer does not assume, and Seller shall retain and shall pay, perform and discharge when due, the following all liabilities, responsibilities obligations, debts, and obligations expenses of Seller with respect to other than the Business Assumed Liabilities (collectively, the "“Retained Liabilities"):”) whether or not the Retained Liabilities are known or unknown, fixed or contingent, and whether or not the Retained Liabilities arose by reason of events occurring prior to or after the Closing. Without limiting the foregoing, the Retained Liabilities shall include, without limitation, any Liabilities relating to: (ia) Subject to Section 1.5, all trade payables accounts payable and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating accrued liabilities related to the operation of the Business prior to Closing; (other than Transfer Taxesb) on any Liability of Seller arising out of or before relating to any Employees prior to the Closing Date for Date, and any Liability of Seller related to any former employees, employment practices or policies, or employee benefits, including, without limitation, direct or indirect compensation, salary, wages, bonus, retirement, health, welfare, or other benefits, vacation or sick days, severance, ERISA matters (including COBRA rights), workers compensation claims, claims related to discharge, discrimination claims, or other employment or employee related claims; (c) any Liability of Seller whether presently in existence or arising hereafter which is attributable to an Excluded Asset; (d) any Environmental Liability of Seller (regardless of whether such Liability constitutes a breach of any representation, warranty, or covenant in this Agreement), whether presently in existence or arising after the usedate of this Agreement, ownership which arises from acts, events, conditions, or operation of the Transferred Assets circumstances existing or occurring on or before the Closing Date; (iv) All liabilities and obligations arising on or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (be) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or Debt; (f) any Seller Taxes; (g) any Liability of Seller of any nature whatsoever which are based on events occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilitiesDate, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings which are based on facts, circumstances products sold or conditions arising, existing or occurring on or before services performed by the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made Business on or before the Closing Date) relating , including but not limited to product liability, warranty or similar claims with respect to products sold by Seller or services rendered by Seller prior to the period ending Closing, notwithstanding that the date on which the Liability arose is after the Closing Date; provided if such liability relates to products sold or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of services performed prior to the Closing Date but not then due Seller shall have all rights benefiting Seller or payableBuyer against the manufacturer or distributor of such product, but expressly excluding including any such liability, responsibility or obligation for litigation or claims warranties as described in Section 2.01(l); (h) any Liability of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws Seller with respect to the Fee Realty included in the Transferred Assetslitigation, unless such liabilitiessuits, responsibilities and obligations result from the actions claims, demands, or omissions of Buyer constituting breaches of this Agreement; governmental proceedings (vii) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided a party as at the Closing Date or (ii) to the extent that such liabilities and obligations are asserted within four years Liability arises out of actions or events prior to the Closing Date; (viii) All liabilitiesany Liability for failure to comply with any applicable bulk sale, responsibilities bulk transfer, successor liability and obligations arising out similar laws, or with any laws triggered by a bulk sale or transfer of or occurring or resulting from property, of any jurisdiction in connection with the use or ownership of the Transferred Assets on or before the Closing Datetransactions contemplated by this Agreement; and (viiij) All liabilitiesany other Liabilities, responsibilities and obligations with respect to the Excluded Assetsregardless of when made or asserted, that are not specifically assumed by Buyer hereunder.

Retained Liabilities. Seller Except for the Assumed Liabilities, Purchaser shall retain not assume and shall payhereby expressly disclaims any assumption of any other Liabilities of Seller, perform and discharge when due, the following liabilities, responsibilities and obligations of Seller with respect whether or not related to the Aesthetics Business (collectively, 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: (i) Subject to Section 1.5The ownership, all trade payables and other payment obligations of Seller as use or possession of the Closing DatePurchased Assets and operation of the Aesthetics Business on or before the Effective Time; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to Liabilities first arising in the operation ordinary course of the Aesthetics Business (other than Transfer Taxes) on or before the Closing Date for under the use, ownership or operation of the Transferred Assets on or before the Closing DateAssigned Contracts; (iii) Seller’s Retained Environmental Liabilities; (iv) All liabilities and obligations arising on or before the Closing Date Liabilities with respect to Seller's those employees that may of the Subsidiaries to be hired employed by Buyer Seller after the Closing Date, as identified in Schedule 1.3(b) (the "Hired “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 (aother than Taxes attributable to either of the Subsidiaries for taxable periods (or portions thereof) all liabilities, responsibilities and obligations arising ending on or before the Closing Date relating prior to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances they are reflected in the Final Subsidiary Closing Balance Sheet) for all taxable periods (or conditions arising or occurring portions thereof) ending on or before the Closing Date with respect prior to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any claim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing including any Transfer Taxes, if any, and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating Straddle Period Taxes attributable to liabilities Seller pursuant to Sections 4.2(c) and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches 4.2(e) of this Agreement; (vi) All liabilities 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 obligations for prior period adjustments any Liabilities arising from or in connection with any breach, violation, default or failure of revenues from performance of Seller or any third party under the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period Assigned Contracts prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (viiviii) All liabilitiesLiabilities, obligations and responsibilities and obligations of Seller arising out of or occurring or resulting from relating to the use or ownership of the Transferred Assets on or before the Closing DateAncillary Agreements; and (viiiix) All liabilitiesLiabilities arising out of Section 4.2(a) (relating to “lump sum payment” obligations of Seller) under that certain Non-Exclusive Patent License between Seller and Palomar Medical Technologies, responsibilities and obligations with respect to the Excluded Assetsdated October 18, 2006.

Retained Liabilities. Seller shall retain and shall The Buyers do not assume, or agree to pay, perform and perform, discharge when dueor be responsible for, the following liabilities, responsibilities and obligations of Seller with respect to the Business (collectively, the "Retained Liabilities"): (i) Subject to Section 1.5, all trade payables and other payment obligations of Seller as of the Closing Date; (ii) All long-term debt of Seller and debt of Seller owed to any one or more of its Affiliates; (iii) Subject to Section 1.5, all taxes and assessments relating to the operation of the Business Liability (other than Transfer TaxesAssumed Liabilities and other Liabilities for which Buyers are responsible under the terms of this Agreement) on or before the Closing Date for the use, ownership or operation of any member of the Transferred Assets on Seller Group or before the Closing Date; (iv) All liabilities and obligations arising on any Affiliates or before the Closing Date with respect to Seller's employees that may be hired by Buyer (the "Hired Employees")predecessors thereof, including (a) all liabilities, responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (b) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date with respect to the Hired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Closing, regardless of whether known or unknown, asserted accrued, absolute, fixed, contingent, or unassertedotherwise, as and whether now existing or hereafter arising (collectively, the “Retained Liabilities”). Without limiting the generality of the Closingforegoing sentence, including the Assumed Liabilities shall not, and shall not be deemed to, include any liability under of the following Liabilities: (a) any claim (whether made on outstanding royalties, accounts payable, warranty claims, rebate obligations, gift card obligations or before the Closing Date) Liabilities relating to the employment of employees; (b) any Liabilities for Taxes related to the Transferred Internet Business or the Purchased Internet Assets for any tax period ending on or prior to the Internet Closing (or attributable to the pre-closing period for tax periods beginning before but ending after the effective time of Closing which, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Internet Closing Date (but not then due only for such portions of such periods prior to the Internet Closing Date)), any Liabilities for any Taxes related to the Transferred Real Estate Business or payablePurchased Real Estate Assets for any tax period ending on or prior to its applicable Real Estate Closing (or attributable to the pre-closing period for tax periods beginning before but ending after the applicable Real Estate Closing (but only for such portions of such periods prior to the applicable Real Estate Closing Date)), but expressly excluding any such liability, responsibility or obligation Liabilities for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws Taxes with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities any ongoing tax audits and obligations result any Taxes resulting from the actions or omissions of Buyer constituting breaches of this Agreementfailure to comply with applicable bulk sales laws; (vic) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the Closing Date; (vii) All liabilities, responsibilities and obligations Liabilities arising out of or occurring or resulting from (i) any legal proceeding related to the use Transferred Internet Business or ownership any Transferred Real Estate Business pending or threatened as of the Transferred Assets on Internet Closing Date or before the applicable Real Estate Closing Date, respectively, (ii) any legal proceeding related to the Transferred Internet Business or the Transferred Real Estate Business filed after the Internet Closing Date or the applicable Real Estate Closing Date, as the case may be, relating to events occurring prior to such date or (iii) any actual or alleged violation of any Applicable Law related to the Transferred Internet Business or Transferred Real Estate Business relating to events occurring prior to the Internet Closing or the applicable Real Estate Closing Date, respectively; and (viiid) All liabilitiesany Liability for any chargeback actually deducted prior to, responsibilities and obligations on or after the date hereof, to the extent such chargeback relates to a transaction which occurred prior to the Internet Closing Date (with respect to any Purchased Internet Asset) or the Excluded Assetsapplicable Real Estate Closing Date (with respect to any Purchased Real Estate Asset).