Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect to any Liability of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.

Retained Liabilities. Except for All Liabilities of Seller other than the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect to any Liability of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”) shall remain the sole responsibility of Seller. For the avoidance of doubt, the Retained Liabilities shall include: (i) any Liability of Seller under any Transferred Contract that arises after the Effective Time to the extent arising out of or relating to any breach thereof that occurred prior to the Effective Time; (ii) any Liabilities of Seller, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Affiliates is or has been a member, for Taxes attributable to the Transferred Assets, including any Liability for Taxes resulting from or arising out of any transactions contemplated in this Agreement, for any Pre Closing Tax Period; (iii) any Liabilities of Seller arising out of any product liability, patent infringement, breach of warranty, government seizure, recall or similar claim for injury to person or property or any other claim related to the Transferred Assets or the Products, in each case to the extent arising prior to the Closing (including all proceedings relating to any such Liabilities); (iv) any Liabilities of Seller with respect to any litigation or other claims related to the Transferred Assets or the Products to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing; (v) any Liability of Seller related to any product, property, tangible or intangible, or service of Seller not related to the Products; (vi) any Liability of Seller arising out of any actual or alleged violation by Seller or any of its Affiliates of any Law applicable to Seller or any of its Affiliates; and (vii) any other Liability of Seller resulting from the ownership, use, operation or maintenance of the Transferred Assets by or on behalf of Seller prior to the Closing.

Retained Liabilities. Except for the Assumed Liabilities Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and Purchaser’s pro rata portion shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise. Without limiting the generality of any Shared Liabilities (as hereinafter defined)the foregoing, it is expressly understood and agreed the parties acknowledge that Purchaser shall not assume or have in any responsibility way be responsible for any of the following liabilities or obligations of Seller: (a) liabilities in respect of indebtedness of Seller; (b) product liability and warranty claims relating to any product or service of Seller produced, manufactured, sold, performed or delivered on or prior to the Closing Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any Liability federal, provincial, municipal or other government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by this Agreement; (d) except for the amounts owed in schedule 1.04(d), liabilities for salary, bonus, vacation pay or other compensation or benefits relating to Seller's employees for periods prior to the Closing Date; (e) severance payments, regardless damages for wrongful dismissal and all related costs in respect of the nature thereoftermination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to an Excluded Asset, including without limitation, any Liabilities liability or obligation arising from or in connection with, or attributable or related to, the Seller’s operation out of a claim by any party to any agreement which is an Excluded Asset arising out of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including failure to transfer such Excluded Asset; (ig) any such Liability arising from eventsliability or claim that may be due and owing to Seller or its Affiliates; and (h) any liability or claim for liability (whether in contract, facts in tort or circumstances otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, any claim for breach or non-performance of any Contract) based upon actions, omissions or events occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.

Retained Liabilities. Except Neither the Purchaser nor any Affiliate of the Purchaser shall assume, or otherwise be responsible for any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liabilities and Purchaser’s pro rata portion Liability in Section 2.3, whether liquidated or unliquidated, or known or unknown, whether arising out of any Shared Liabilities occurrences prior to, at or after the Closing Date (as hereinafter definedthe “Retained Liabilities”). Without limitation of the foregoing provisions of this Section 2.4, it is expressly agreed and understood and agreed that neither the Purchaser nor any Affiliate of the Purchaser shall assume any of the following liabilities of the Seller Parties: (a) any Liability of the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to or arising as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not assume written, between a Seller Party or have its Affiliates and any responsibility Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Party and such Person, (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party’s or its Affiliates’ withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) arising as a result of any act or omission by the Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date; (b) any Liability of Seller, or otherwise imposed on the Acquired Assets or with respect to the Business, in respect of any Tax, including without limitation any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, but excluding any Property Taxes to the extent specifically allocated to the Purchaser pursuant to Section 6.6(c); (c) any Liability to the extent arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of products sold or from services performed by or on behalf of any Seller Party or any other Person prior to the Closing Date; (d) any Liability of the SellerSeller Parties for any Action to the extent arising out of or related to claims (i) asserted prior to the Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) with respect to which the action or occurrence giving rise to such claim shall have arisen prior to the Closing Date; (e) except as expressly provided in this Agreement with respect to Assumed Contracts, regardless any Liability of the nature thereofSeller Parties to the extent resulting from entering into, including performing its obligations pursuant to or consummating the transactions contemplated by this Agreement; (f) any Liabilities Liability of a Seller Party or its Affiliates that arises out of or relates to any Excluded Asset; (g) any Liability of a Seller Party or the Business to any Seller Party’s Affiliates arising from prior to the Closing Date; (h) any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with, with any transaction contemplated hereby; and (i) any Liability of a Seller Party arising out of or attributable relating to the ownership or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or Assets prior to the Closing Date, including outstanding (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability immediately prior to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2Closing) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) owed to third parties under any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”Assumed Contracts.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) 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); (4) Any (a) inter-company charges or amounts due 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, (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) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; [**************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) 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 except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), 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 prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) 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 matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except Seller shall retain and be responsible for the Assumed Liabilities paying, performing and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined)discharging when due, it is expressly understood and agreed that Purchaser Buyer shall not assume or have any responsibility with respect to for, all Liabilities of Seller, as the case may be, as of the Closing Date other than the Assumed Liabilities (the “Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities shall include, without limitation, any Liability of (other than an Assumed Liability) arising prior to the Seller, regardless of the nature thereof, including any Liabilities arising Closing from or in connection with, or attributable or related to: (a) the operations of Seller and/or its Affiliates, or the ownership, design, development, manufacture and sale of the Transferred Products and the Assets by Seller and/or its Affiliates, including without limitation any claims or allegations of misappropriation, violation or infringement of Intellectual Property arising out of or relating to Seller’s conduct of the Business prior to Closing. For the avoidance of doubt, Retained Liabilities shall not include any Loss or other liability arising in connection with the matter disclosed at Section 4.9(g) of the Seller Disclosure Schedules; (b) Employment Liabilities of Seller and/or its Affiliates, including but not limited to all severance costs resulting from the termination of employment of all employees of Seller who are not Transferred Employees, but other than Employment Liabilities of Transferred Employees; (c) the violation or alleged violation of any law, including but not limited to laws relating to civil rights, health, safety, labor, discrimination, and protection of the environment; (d) claims of creditors of Seller; (e) claims relating to the release, generation, disposal, sale or distribution by Seller of any Hazardous Material or any product containing Hazardous Material at any site, location or facility, including the ▇▇▇▇▇ Road Facility; (f) any obligation of Seller and/or its Affiliates to indemnify any Person; (g) any Taxes of Seller and/or its Affiliates and any Taxes attributable to Seller’s operation of the Business or the Seller’s ownership, lease use or use ownership of the Acquired Assets, including Assets or Transferred Products for all taxable periods (ior portions thereof) any such Liability arising from events, facts or circumstances occurring ending on or prior to the Closing Date, including any Transfer Taxes and Straddle Period Taxes that are the responsibility of Seller under this Agreement; (iih) any such Liability arising out of the under any employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, retention or termination agreement entered into between Seller and any Transferred Employee; (i) accounts payable by Seller and/or its Affiliates in connection with the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary Assets arising from the Transferred Agreements or consulting fees, pension, profit-sharing, accrued, earned Transferred Intellectual Property on or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability prior to the PBGCClosing Date, Liability except as specifically assumed by Buyer under Section 412 of the Code Transferred Agreements or Section 102 Transferred Intellectual Property; and (a)(2) of ERISA or other similar Liability or expense, (iiij) any such Liability for any period of time for Taxes, penalties action or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of proceeding involving Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”and/or its Affiliates.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) 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); (4) Any (a) inter-company charges or amounts due 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, (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) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (5) [***************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) 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 except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), 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 prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) 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 matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except for the Assumed Liabilities Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and Purchaser’s pro rata portion shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise. Without limiting the generality of any Shared Liabilities (as hereinafter defined)the foregoing, it is expressly understood and agreed the parties acknowledge that Purchaser shall not assume or have in any responsibility way be responsible for any of the following liabilities or obligations of Seller: (a) liabilities in respect of indebtedness of Seller; (b) product liability and warranty claims relating to any product or service of Seller produced, manufactured, sold, performed or delivered on or prior to the Closing Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any Liability federal, provincial, municipal or other government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by this Agreement; (d) liabilities for salary, bonus, vacation pay or other compensation or benefits relating to Seller's employees for periods prior to the Closing Date; (e) severance payments, regardless damages for wrongful dismissal and all related costs in respect of the nature thereoftermination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to an Excluded Asset, including without limitation, any Liabilities liability or obligation arising from or in connection with, or attributable or related to, the Seller’s operation out of a claim by any party to any agreement which is an Excluded Asset arising out of the Business failure to transfer such Excluded Asset; (g) any liability or the Seller’s ownership, lease claim that may be due and owing to Seller or use its Affiliates; (h) any liabilities or claims relating to or arising out of the Acquired Assets, including Gorilla Nation Contract; and (i) any such Liability arising from eventsliability or claim for liability (whether in contract, facts in tort or circumstances otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, any claim for breach or non-performance of any Contract) based upon actions, omissions or events occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any Shared Liabilities (as hereinafter defined)disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, it is expressly understood and agreed that Purchaser Buyer shall not assume or have in any responsibility way be liable or responsible for any liabilities, expenses, commitments, obligations, or debts of any type or nature, known or unknown, contingent or otherwise, whether or not related to the Business or the Purchased Assets (collectively, the “Retained Liabilities”), including (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before the Effective Time; (b) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with any current or former employee of Seller; (c) all liabilities for Taxes of any kind (whether or not accrued, assessed, or currently due and payable) relating to, arising from, or incurred with respect to the Purchased Assets or the Business before the Effective Time; (d) any Liability liability or obligation of Seller to distribute to the Stockholders or otherwise to apply all or any part of the consideration received under or pursuant to this Agreement; (e) any liability or obligation arising out of any Indebtedness of Seller; (f) any liability or obligation which is based on any act or omission of Seller occurring on, regardless before, or after the Effective Time; (g) any liability or obligation that is based on any act or omission of any Stockholder occurring on, before, or after the nature thereofEffective Time, except for acts or omissions of any Stockholder occurring after the Effective Time and while such Stockholder is an employee of Buyer, which shall not be considered Retained Liabilities for the purpose of this Agreement; (h) any liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any period before the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Effective Time, including any Liabilities product liability claim or other tort claim of any nature; and (i) any other liability or obligation of Seller or any Stockholder including any liability directly or indirectly arising from out of or in connection with, or attributable or related to, relating to the Seller’s operation of the Business or the Seller’s ownership, lease or use ownership of the Acquired AssetsPurchased Assets before the Effective Time whether contingent or otherwise, including (i) any such Liability arising from eventsfixed or absolute, facts known or circumstances occurring on unknown, matured or prior to the Closing Dateunmatured, (ii) any such Liability arising out of the employmentpresent, terms or conditions of employmentfuture, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”otherwise.

Retained Liabilities. Except for The following liabilities and obligations shall --------------------- be the Assumed Liabilities and Purchaser’s pro rata portion responsibility of any Shared Liabilities Seller (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect to any Liability of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including "Retained Liabilities"): (i) except as otherwise provided herein, any such Liability arising from eventsliability or obligation of Seller or the Subsidiaries, facts including without limitation any liability or circumstances occurring on obligation in respect of the 76 Assets, whether known, unknown, accrued, absolute, contingent or otherwise, which arises out of or relates to the period prior to the Closing Date, Closing; (ii) any such Liability arising out without limiting the foregoing, environmental liabilities and obligations in respect of the employment76 Assets, terms as and to the extent provided in the Environmental Agreement; (iii) except as otherwise provided in Section 29 hereof, any liability or conditions obligation for salary, wages, benefits, vacation, severance, or overhead for or on behalf of, or for any violations of employmentlaw relating to the hiring, employment or termination of employment of any Person, or the failure to employ any Person, (including, severancewithout limitation, any violations of the Employee Retirement Income Security Act ("ERISA"), the Worker Adjustment and Retraining ActNotification Act ("WARN"), income tax withholdingcontinuation coverage ("COBRA coverage") requirements of Section 4980B of the Internal Revenue Code of 1986, payroll and/or unemployment taxas amended, workers’ compensationor Part 6 of Title I of ERISA, salary worker's compensation laws, and any federal, state, local or consulting feesforeign laws relating to plant closings or termination of employees) of any current or former employees of Seller pertaining to their employment by Seller, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or and any other liability or obligation relating to any employee or former employee benefit Liabilities, withdrawal Liability, Liability of Seller pertaining to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), their employment by Seller; (iv) any such Liability for expensesTaxes or levies (1) based upon the gross or net income or receipts of Seller or any of its affiliates or otherwise in the nature of an income or franchise Tax (as defined below), debts or obligations incurred within (2) arising during, or outside relating to, any period (or portion thereof) ended on or prior to the Ordinary Course of Business and Closing; (v) any such Liability pursuant liability or obligation arising out of or relating to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated Excluded Assets; and (vi) liabilities and costs allocated to Seller by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”7(b)(iv).

Retained Liabilities. Except The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. The Retained Liabilities shall include the following: (i) any liability or obligation with respect to Taxes for the Assumed Liabilities and Purchaser’s pro rata portion which Seller is liable pursuant to Section 7.6; (ii) any liability or obligation of Seller based upon or arising under this Agreement; (iii) any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume liability or have any responsibility obligation with respect to any Liability present, former or prospective employees of the SellerSeller arising out of or in connection with their employment or possible employment with Seller at any time, regardless or any liability or obligation with respect to any present, former or prospective contract employee, independent sales representative or other independent contractor of the nature thereofSeller arising out of or in connection with their relationship or possible relationship with Seller at any time, including any Liabilities liability arising from out of: (A) any benefit plans or in connection withbenefit arrangements, including but not limited to the Benefit Plans and Benefit Arrangements; (B) any collective bargaining agreements; (C) any shut-down agreements; (D) any charges, complaints and/or grievances concerning Seller's termination of its employees, contract employees, independent sales representatives or other independent contractors; (E) any violations or alleged violations of any federal, state, provincial, local or foreign Laws by Seller; (F) any tort or contract claims of any kind, or attributable any other claims relating to affirmative action compliance, compensation, health and welfare benefits, vacation pay, unemployment insurance benefits, deferred compensation, pension and retirement benefits, severance benefits, disability benefits, other fringe benefits, rights arising under a collective bargaining agreement, or related rights or benefits under the Consolidated Omnibus Budget Reconciliation Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Occupational Safety Hazard Act, the Worker Adjustment Retraining and Notification Act, ERISA, the California Civil Rights Initiative or any other federal, state, provincial, local or foreign employment Law; (G) any claims asserted by Seller's present or former employees or independent contractors for workers' compensation, unemployment compensation or comparable benefits; or (H) the termination or refusal to employ by Seller of any of its present, former or prospective employees, or the termination or refusal to utilize by Seller of any of its present, former or prospective contract employees, independent sales representatives or other independent contractors; (iv) any conditions, obligations or liabilities of Seller, actual, contingent or otherwise, relating to Contaminants, and/or arising pursuant to Environmental Laws, including, but not limited to, the Seller’s operation On-Site Environmental Liabilities and Off-Site Environmental Liabilities, in each case in respect of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring period on or prior to the Closing Date, ; (iiv) any such Liability liability arising out of the employment, terms or conditions of employmentviolation of, or termination failure by Seller to comply with, any Law; (vi) any liability or obligation of employment Seller relating to the Retained Assets; (vii) any liability or obligation of Seller arising out of any indebtedness (other than the obligations listed on Schedule 2.1) with respect to any period ending on or prior to the Closing Date; (viii) any liability or obligation of Seller with respect to any claim, action, suit, proceeding or arbitration by any Person, or the failure to employ arising out of any Personinspection, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary investigation or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance audit or any enforcement or other employee action by any Governmental Entity; (ix) any liability or employee benefit Liabilitiesobligation of Seller under any instrument, withdrawal Liabilityagreement or contract that is not an Assumed Contract; and (x) any audit, Liability to the PBGClegal, Liability under Section 412 financial adviser, broker or finder fees or commissions payable by Seller. Except as provided herein, all of the Code foregoing liabilities, obligations or Section 102 (a)(2) of ERISA claims are not being assumed by Buyer hereunder or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Healthotherwise, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be are hereinafter collectively referred to herein collectively as the “"Retained Liabilities”."

Retained Liabilities. Except as otherwise expressly set forth in this Agreement or the OTA, Purchaser is not assuming, in connection with the transactions contemplated hereby or thereby, any liabilities or obligation of Seller under any of the Seller Assets which have arisen, accrued or relate to any period prior to the Closing Date, whether direct or indirect, known or unknown, asserted or unasserted, liquidated or unliquidated, or absolute or contingent, including, but not limited to; (i) intentionally omitted; (ii) the payment of all taxes and assessments due and payable or accrued but not yet paid arising from Sellers’ ownership and operation of the Properties prior to the Closing Date, except to the extent Purchaser has received a credit for such taxes and assessments under Section 7; (iii) any claim, whether direct or indirect, known or unknown, or absolute or contingent, for personal injury, workers compensation, or property damage to a Person against Seller which is based on, or relates to, any event which occurred at the Properties prior to the Closing Date, excluding any damages caused or exacerbated by Purchaser; (iv) intentionally omitted; (v) any actual, pending or threatened litigation with respect to any of the Seller Assets which relates to events that occurred prior to the Closing Date, excluding any damages caused or exacerbated by Purchaser; (vi) any amounts due or that may become due as a result of (A) any determination by Medicare or Medicaid, any fiscal intermediary, or any federal or state Governmental Authority or any Third Party Payor that any amounts paid to Seller for any services provided by Seller at a Property (including, for the Assumed Liabilities avoidance of doubt, any claims with respect to Medicare advance payments) prior to the Closing Date resulted in (x) an overpayment, (y) cost report adjustments, or (z) any other recoupment or determination that funds previously paid by such payor must be repaid, and Purchaser’s pro rata portion (B) any fines, penalties, assessments, and other charges associated with any such determinations, in each case, except to the extent Purchaser has received a credit therefor under Section 7 or Section 8; (vii) any claims, litigation or other liabilities arising from or related to any violation of applicable Health Care Laws with respect to any Shared Liabilities period prior to the Closing Date; and (viii) any claims by any resident (or his or her estate or heirs) for bodily injury, harm or death or by any regulatory body, in each case as a result of contraction of COVID19 (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect but only to any Liability of the Sellerextent relating to acts, regardless of the nature thereofomissions, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts events or circumstances first arising or occurring on or prior to the Closing Date. The term “COVID-19” as used herein shall mean, (ii) as the context may require, the virus known as “COVID-19” or “SARS-CoV2” or any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Personmutation thereof, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance disease known as “coronavirus disease 2019,” or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreementailment. All such Liabilities of Seller described above items contained in this Section 2.5 shall be referred to herein collectively as 2(d) are the “Retained Liabilities”. The Retained Liabilities shall be retained and discharged in accordance with their terms by Seller (subject to the limitations otherwise expressly set forth in this Agreement).

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) 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); (4) Any (a) inter-company charges or amounts due 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, (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) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (5) [********************************************************************* ************************************************************************************************ ************************]; (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) 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 except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), 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 prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) 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 matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined)Sellers shall at all times, it is expressly understood and agreed that Purchaser shall not assume or have without any responsibility with respect of or recourse to, Purchaser, any of its Affiliates or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors or assigns, absolutely and irrevocably be and shall remain solely liable and responsible for any and all Liabilities to any Liability of the Seller, regardless of the nature thereof, including any Liabilities extent arising from or in connection with, or attributable or related to, relating to the Seller’s operation conduct of the Business or the Seller’s ownership of the Purchased Assets prior to the Effective Time (collectively the "Retained Liabilities") unless the terms of this Agreement explicitly state that such Liability or obligation shall transfer to or be the responsibility of Purchaser. The Retained Liabilities shall also include, without limitation: (a) all Liabilities related to the ownership, lease use, possession or use condition of the Acquired AssetsPurchased Assets or operation or conduct of the Business to the extent arising from or relating to any action, including omission, fact, matter, event or circumstance occurring before the Effective Time; (b) Except as otherwise expressly provided in Section 6.16 below, all Liabilities to any current or former employee of the Sellers and their dependents or beneficiaries relating to or arising (i) under any such Liability arising from events, facts U.S. Plans or circumstances occurring on or prior to Non-U.S. Plans of the Closing DateSellers (as defined in Sections 4.13 and 4.14 below), (ii) any such Liability arising out of the employment, terms or conditions of employment, employment or termination of employment by any Seller or any Affiliate of any Person, Seller of any such current or the failure to employ former employee of any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance Seller or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 Affiliate of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expenseany Seller, (iii) out of the failure of any such Liability for employee to accept the Purchaser's offer of employment in connection with the transactions contemplated by this Agreement and (iv) under all employment, consulting or other individual service contracts between any period of time for TaxesSeller and any U.S. Employee, penalties Non-U.S. Employee or interest (former employee thereof, including without limitation any property retention agreements or sales Tax Liabilityloyalty or "stay" bonus arrangements (the "Excluded Employment Contracts"); (c) all intercompany payables; (d) all Liabilities for Taxes related to the ownership, penalty use, possession or interest), (iv) any such Liability for expenses, debts condition of the Purchased Assets or obligations incurred within operation or outside conduct of the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party with respect to any Employee Benefit Plan as a result of any period or part thereof occurring prior to the Effective Time, or relating to the consummation of the transactions contemplated by this Agreement. All , except as expressly provided in Section 6.15 below; (e) all Liabilities for any design defect or product liability including, without limitation, by operation of applicable law, in connection with any product or good of the Business manufactured by or on behalf of Sellers prior to the Effective Time; (f) with respect to any product or good of the Business manufactured by or on behalf of Sellers prior to the Effective Time, (x) all product warranty Liabilities relating to the Business in excess of those reflected on the Closing Balance Sheet, and (y) all Liabilities for any product recall, product liability claim, express or implied representation, warranty contract or guarantee made or allegedly made or which is imposed or allegedly imposed, including without limitation by operation of applicable law; (g) all Liabilities arising out of or related to any violation or alleged violation of any Environmental Law by the Sellers, including any of their predecessors in interest; (h) all Liabilities resulting out of any violation or alleged violation by any Seller of any law relating or applicable to the ownership, use or possession of the Purchased Assets or operation or conduct of the Business prior to the Effective Time; (i) all Liabilities arising from any litigation, proceeding, consent order or investigation relating to the ownership, use or possession of the Purchased Assets or operation or conduct of the Business to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time; (j) all Liabilities under the Transferred Contracts, the Transferred Leases, and other commitments of Sellers constituting Purchased Assets (x) for which the Sellers received the benefit prior to the Effective Time or (y) to the extent arising out of any breach thereof by any Seller prior to the Effective Time; (k) Other than with respect to the Sublease (as defined in Section 7.3(o) below), Sellers' Liabilities under the Excluded Contracts and any leases for real property other than the Transferred Leases; (l) Sellers' Liabilities under all contracts related to (i) Sellers' acquisition prior to the Effective Time of assets and equity interests of any business or business segment that are not Purchased Assets and (ii) Sellers' divestiture prior to the Effective Time of assets and equity interests of any business or business segment, in each case including but not limited to those contracts set forth on Schedule 3.2(l); (m) all Liabilities arising out of or relating to any infringement by any Seller of any intellectual property right or interest to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time, including without limitation all costs related to the investigation and defense of any past claims of infringement; (n) all indebtedness for borrowed money and capital lease obligations of the Business; (o) all Liabilities arising from any litigation, proceeding, consent order or investigation which arises from or relates to any action, omission, fact, matter, event or circumstance in connection with Sellers' sale to Bisset Technologie Systemes and Audio Club, respectively, of the Sellers' French closed circuit television inventory and the Sellers' French audio inventory, each in the year 2000, and the sale to Norbain SD ("Norbain") of the Sellers' UK closed circuit television inventory in the year 2000, including but not limited to any litigation or proceeding initiated by any of the employees dismissed in connection with such sales; (p) all Liabilities arising from (i) the Sellers' closure of the Carroll Facility and operations in Brussels, Belgium, including but ▇▇▇ ▇▇▇ited to any such Liabilities arising from the termination of any employees of the Sellers at such facility or location, and (ii) the Sellers' dismissal or termination of employment of any employee at any time prior to the Effective Time; (q) all Liabilities arising out of or relating to the violation or alleged violation by any Seller described above in this Section 2.5 shall be referred of any U.S. or foreign customs law; and (r) all Liabilities related to herein collectively as the “Retained Liabilities”ownership, use, possession or condition of the Excluded Assets.

Retained Liabilities. Except Notwithstanding anything to the contrary contained in this Agreement, each of the Equityholders hereby agree jointly and severally to retain, and do hereby assume, certain Liabilities of SELLER (the “Retained Liabilities”). The Retained Liabilities shall include, without limitation, the following: (a) any Liability of SELLER for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the other Documents or the consummation (or preparation for the Assumed Liabilities consummation) of the transactions contemplated hereby or thereby (including all attorneys,’ accountants’ and Purchaser’s pro rata portion brokerage fees and any other professional service fees incurred by or imposed upon such SELLER); (b) any Liability of SELLER under any Shared Liabilities agreement, contract, commitment, document, license or lease not listed on Section 1.3 below and any Liability of SELLER under any Contract or Permit arising out of a breach or alleged breach thereof that occurred as of or prior to the Closing; (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have c) any responsibility Liability of SELLER with respect to any Liability of the Seller, regardless of the nature thereof, including Taxes for any Liabilities arising from period or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring part thereof ending on or prior to the Closing Date, including any Liability for unpaid taxes of any Person as a transferee, successor by contract or otherwise; (d) any Liability of SELLER (i) arising by reason of any violation or alleged violation of, or Liability under, any Law or any requirement of any Governmental Authority, or (ii) arising by reason of any breach or alleged breach by SELLER or Equityholder of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any action or claims is commenced or made is after the Closing; (e) any Liability of SELLER arising under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), except to the extent, and in the proportion, that the facts, or circumstances underlying any such Liability are first created by the operation of the Business after the Closing Date, notwithstanding that the date on which any action or claim is commenced or made is after the Closing. (f) any Liability of such SELLER for a warranty claim for any service provided by SELLER on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of SELLER, any Equityholder or SELLER’ employees or agents; (g) any Liability of SELLER relating to any legal action or Proceeding arising out of or in connection with the conduct of SELLER or the Business prior to the Closing or any other conduct of SELLER or their respective officers, directors, managers, members, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; specifically, any liability related to or arising out of the employment, terms litigation pending in the Gulf Coast matter. (h) any Liability of SELLER for bonuses or conditions like payments to the Equityholders or any Affiliate thereof or any employees of employment, SELLER (whether pursuant to a written agreement or termination of employment of any Person, an oral arrangement) for the period ending on or prior to the failure to employ any PersonClosing, including, severancewithout limitation, the Worker Adjustment and Retraining Actany profit based compensation owed to any officer, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary manager or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 SELLER (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability whether pursuant to Environmental, Health, a written agreement or an oral arrangement); (i) Any Liability of SELLER for post-Closing claims and Safety Laws. Purchaser shall not become a party invoice credits based on events that transpired prior to or on the Closing; (j) Any Liability of SELLER to any Employee Benefit Plan as a result former stockholder of any SELLER; and (k) Any other Liability of the transactions contemplated by this Agreement. All such Liabilities of Seller described above SELLER not expressly listed in this Section 2.5 shall be referred 1.2 arising out of transactions entered into at or prior to herein collectively as the “Closing, or from any action or inaction at or prior to the Closing, any damage, accident, injury or death occurring prior to the Closing or from any state of facts existing at or prior to the Closing, regardless of when asserted; and The Equityholders hereby acknowledge that they are, jointly and severally liable, retaining the Retained Liabilities”, and the Equityholders shall pay, discharge and perform all such Retained Liabilities promptly when due.

Retained Liabilities. Except for the Assumed Liabilities Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and Purchaser’s pro rata portion shall have no liability for, any liabilities, commitments, contracts, agreements, obligations or other claims against Seller, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise. Without limiting the generality of any Shared Liabilities (as hereinafter defined)the foregoing, it is expressly understood and agreed the parties acknowledge that Purchaser shall not assume or have in any responsibility way be responsible for any of the following liabilities or obligations of Seller: (a) liabilities in respect of indebtedness of Seller, except to the extent such is an Assumed Liability set forth on Schedule 1.03(d); (b) product liability and warranty claims relating to any product or service of Seller produced, manufactured, sold, performed or delivered on or prior to the Closing Date; (c) except for any and all Transfer Taxes, Taxes, duties, levies, escheats, assessments and other such charges, including without limitation, any penalties, interests and fines with respect thereto, payable by Seller to any Liability federal, provincial, municipal or other government or Governmental Authority, domestic or foreign, including without limitation, Taxes arising out of the transactions contemplated by this Agreement; (d) liabilities for salary, bonus, vacation pay or other compensation or benefits relating to Seller’s employees for periods prior to the Closing Date; (e) severance payments, regardless damages for wrongful dismissal and all related costs in respect of the nature thereoftermination by Seller of the employment of Affected Employees; (f) liabilities or obligations relating to an Excluded Asset, including without limitation, any Liabilities liability or obligation arising from or in connection with, or attributable or related to, the Seller’s operation out of a claim by any party to any agreement which is an Excluded Asset arising out of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including failure to transfer such Excluded Asset; (ig) any such Liability arising from eventsliability or claim that may be due and owing to Seller or its Affiliates; (h) any liability or claim for liability (whether in contract, facts in tort or circumstances otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including without limitation, any claim for breach or non-performance of any Contract) based upon actions, omissions or events occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.

Retained Liabilities. Except Neither the Purchaser nor any Affiliate of the Purchaser shall assume, or otherwise be responsible for any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liabilities and Purchaser’s pro rata portion Liability in Section 2.3, whether liquidated or unliquidated, or known or unknown, whether arising out of any Shared Liabilities (as hereinafter defined)occurrences prior to, at or after the Closing Date. Without limitation of the foregoing provisions of this Section 2.4, it is expressly agreed and understood and agreed that neither the Purchaser nor any Affiliate of the Purchaser shall assume any of the following liabilities of the Seller Parties: any Liability of the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to or arising as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not assume written, between a Seller Party or have its Affiliates and any responsibility Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Party and such Person, (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party's or its Affiliates' withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") arising as a result of any act or omission by Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for Severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date; except as provided in Section 2.9, any Liability of a Seller Party or its Affiliates in respect of any Tax with respect to any Tax period (including any liability for the Taxes of any other Person (i) under Treasury Regulation Section 1.1502- 6 (or any similar provision of state, local, or foreign law), (ii) as a transferee or successor, (iii) by contract or otherwise (iv) and any Liability for Tax attributable to the Acquired Assets or the Business with respect to any Pre-Closing Tax Period, including any Liability for the breach of the terms of any "approved enterprise" programs received by the Company which may result from the transactions contemplated by this Agreement (such Liability for Taxes for the portion of any Straddle Period ending on the Closing Date shall be determined as follows: (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, the portion allocable to the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (B) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date); any Liability to the extent arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of products sold or from services performed by or on behalf of any Seller Party or any other Person prior to the Closing Date; any Liability of the SellerSeller Parties for any Action to the extent arising out of or related to claims (i) asserted prior to the Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) the basis of which shall have arisen prior to the Closing Date; except as expressly provided in this Agreement with respect to Assumed Contracts, regardless any Liability of the nature thereofSeller Parties to the extent resulting from entering into, including performing its obligations pursuant to or consummating the transactions contemplated by this Agreement; any Liabilities Liability of a Seller Party or its Affiliates that arises out of or relates to any Excluded Asset; any Liability of a Seller Party or the Business to any Seller Party's Affiliates arising from prior to the Closing Date; any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with, with any transaction contemplated hereby; and any Liability of a Seller Party arising out of or attributable relating to the ownership or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or Assets prior to the Closing Date, including outstanding (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability immediately prior to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2Closing) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) owed to third parties under any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”Assumed Contracts.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of notwithstanding any Shared Liabilities (as hereinafter defined)other provision in this Agreement to the contrary, it is expressly understood and agreed that Purchaser Buyer LLC shall not assume or have become in any responsibility way responsible to pay, perform or discharge any Liabilities of Seller or any of Seller’s Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, and Seller shall remain exclusively liable and responsible for, pay and satisfy in due course any and all Retained Liabilities and obligations arising under or in connection with respect to Seller’s ownership of the Purchased Assets, the Licenses and the Business. Buyer LLC shall specifically, without limitation, not assume any Liability of the Seller or any Member not expressly assumed herein, including but not limited to any Retained Liability resulting from: (i) Any claim made by one or more third parties involving Seller, regardless including, without limitation, governmental agencies, customers, vendors, employees, independent contractors, creditors, alleged lenders, alleged “silent” owners or alleged investors, and any broker; and (ii) Any Liability between Seller and any Member or any other owner or debtor of Seller, and any Liability created or caused in any way by Seller or any Member; and (iii) Any income, transfer, sales, use, payroll or other Taxes arising in connection with Seller’s ownership and operation of the nature Purchased Assets or the Business for any taxable period (or portion thereof, including ) that ends on the Closing Date and any Liabilities obligations arising from any and all federal, state, or local tax audits concerning Taxes due and owing up to and including the Closing Date; and (iv) Any Liability that arises out of, related to, or in connection with, a breach or attributable violation or related tonon-compliance by Seller prior to the Closing or any such breach, violation or non-compliance by Seller arising following the Closing that results from Events occurring prior to the Closing; and (v) Any claim, suit, action, arbitration, proceeding, investigation, or other similar matter which relates to Seller, any Member (collectively with “Seller”, “Seller”), or Seller’s ownership of the Purchased Assets, Licenses, or operation of the Business prior to the Closing; and (vi) Obligations under any Business Contracts not assumed by Buyer LLC in writing; and (vii) All Liabilities associated with the Purchased Assets arising or accruing before Closing; and (viii) Any and all Transfer Expenses, subject to the provisions herein regarding an equal (50%|50%) division of any transfer or sales taxes incident to the Transactions; and (ix) All fees, taxes, and other charges associated therewith as required to renew and maintain the Licenses in good standing arising before the Closing; and (x) All fees, taxes, and other charges associated therewith as required to maintain the Lease in good standing arising before the Closing; and (xi) The Lease arising or accruing before the Closing; and (xii) Any Liabilities claimed or owed to any present or former employees, officers, directors, retirees, contractors or consultants of Seller, including: any liabilities associated with any claims for wages, benefits, bonuses, accrued vacation, deferred compensation, retirement savings, workers’ compensation, severance, retention, termination or other payments; any liabilities arising under or in connection with any benefit plan; and any claim or right to indemnification, reimbursement or the Seller’s ownershipadvancement of funds accruing prior to the closing; and (xiii) Any Liabilities claimed or owed to any Governmental Authority, lease to the extent arising out of or use of the Acquired Assetsrelating to facts, including (i) any such Liability arising from events, facts circumstances or circumstances occurring conditions existing on or prior to the Closing Date, (ii) any such Liability or otherwise to the extent arising out of the employment, terms any actions or conditions omissions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability Seller prior to the PBGCClosing; and (xiv) Any Liabilities associated with debt, Liability under Section 412 loans or credit facilities of Seller or related to the Code Purchased Assets; and (xv) Any Liabilities: (1) which are not validly and effectively assigned to Buyer LLC pursuant to this Agreement; (2) which do not conform to the representations and warranties contained in this Agreement; or Section 102 (a)(23) to the extent such liabilities arise out of ERISA or other similar Liability or expenserelate to a breach by Seller prior to Closing, (iii) any such Liability for any period of time for Taxescollectively, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interestall the foregoing Liabilities described in this Subsection 1(d), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”). Notwithstanding the above, and in addition to any other remedy available to Buyer LLC at law or equity, Buyer LLC shall have the right, but not the obligation, to pay any claim or Liabilities on behalf of Seller related to any excluded Liability not timely satisfied by Seller and deduct the amount of such payment, including legal expenses incurred by Buyer LLC in connection therewith, from payments owed to Seller under the Promissory Note.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any Shared Liabilities (as hereinafter defined)disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, it is expressly understood and agreed that Purchaser Buyer shall not assume or have in any responsibility way be liable or responsible for any liabilities, expenses, commitments, obligations, or debts of any type or nature, known or unknown, contingent or otherwise, whether or not related to the Business or the Purchased Assets (collectively, the “Retained Liabilities”), including: (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before Effective Time; (b) each trade account payable of the Business incurred before the Effective Time; (c) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with respect any current or former employee of Seller; (d) all liabilities for Taxes of any kind (whether or not accrued, assessed, or currently due and payable); (e) any liability or obligation of Seller to distribute to the Shareholders or otherwise to apply all or any part of the consideration received under or pursuant to this Agreement; (f) any liability or obligation arising out of any Indebtedness of Seller; (g) any liability or obligation which is based on any act or omission of Seller or any Shareholder occurring on, before, or after the Effective Time; (h) any liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any Liability period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Seller, regardless of the nature thereofEffective Time, including any Liabilities product liability claim or other tort claim of any nature; and (i) any other liability or obligation of Seller or any Shareholder including any liability directly or indirectly arising from out of or in connection with, or attributable or related to, relating to the Seller’s operation of the Business or the Seller’s ownership, lease or use ownership of the Acquired AssetsPurchased Assets before the Effective Time whether contingent or otherwise, including (i) any such Liability arising from eventsfixed or absolute, facts known or circumstances occurring on unknown, matured or prior to the Closing Dateunmatured, (ii) any such Liability arising out of the employmentpresent, terms or conditions of employmentfuture, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”otherwise.

Retained Liabilities. Except for All debts, liabilities, or obligations that (1) arise out of events or conditions occurring on or prior to the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume Closing or have any responsibility with respect to any Liability arise out of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business at or prior to the Seller’s ownershipClosing or (2) arise, lease mature or use become due at or prior to the Closing, shall remain the sole responsibility of and shall be retained, paid, performed and discharged by DMC/SF. Aerojet shall not assume, pay, or in any way be liable or responsible for any of such debts, liabilities, or obligations (collectively, the Acquired Assets“Retained Liabilities”), including but not limited to: (i) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by ERISA or otherwise, relating to the Business employees or other amounts due to any employees or former employees of the Business which accrue on or before the date such Liability employees become employees of Aerojet (as provided in Article 6.1 hereof), including but not limited to claims (for severance benefits and otherwise) by such employees that were discharged or constructively discharged pursuant to the transactions contemplated pursuant to this Agreement; as well as any federal, state, or local government claims, audit charges, enforcement actions, or other proceedings regarding labor, employment or socioeconomic issues; (ii) any liability or obligation of DMC/SF relating to, resulting from, caused by, or arising from eventsout of the ownership, facts operations or circumstances control of the Business (including but not limited to breach of contract and warranty claims relating to products delivered prior to the Closing Date, except for those products delivered to Aerojet) by DMC/SF, (iii) any Environmental Matter (as defined in Article 3.10 hereof) including but not limited to (1) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws (as defined in Article 3.10 hereof) to the extent they arise out of acts or omissions occurring on or prior to the Closing Date, (ii2) the presence of any such Liability arising out and all environmental conditions, environmental liabilities or Hazardous Substances (as defined in Article 3.10 hereof) at, in, by, from, or related to, the Premises or the operation of the employmentBusiness that arose, terms commenced, occurred or conditions of employmentexisted prior to the Closing Date; and (3) the recycling, or termination of employment of any Personreclamation, incineration, or the failure to employ any Personarrangement of transportation, including, severance, by DMC/SF in the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 operation of the Code Premises or Section 102 of the Business of any Hazardous Substances (a)(2as defined in Article 3.10 hereof) of ERISA that occurred on or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), before the Closing Date; (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and Worker’s Compensation liability; (v) any such Liability workplace safety liability arising under federal, state, or local occupational safety laws (e.g., OSHA); (vi) any supplier or vendor liabilities, except as specifically agreed to at Closing and pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result assignment or novation of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”contract.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) 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); (4) Any (a) inter-company charges or amounts due 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, (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) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to (i) payment for training programs sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Worldwide or (ii) payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons. (5) [****************************************************]; (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) 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 prior to the Effective Date; (7) Any liability or obligation relating to the Cisco Equipment Lease or a Minolta copy machine leased by Seller for use in the Leased Premises; (8) Any liability or obligation relating to the premises previously occupied by Seller in Tucker, Georgia (including, but not limited to, repairs, maintenance or deferred maintenance, common area maintenance or other charges for the use of any common areas, rental payments, taxes, insurance, or other charges) or relating to the move of Seller’s assets and Business from the premises in Tucker, Georgia to either of the Leased Facilities; (9) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Leases (but subject to the provisions set forth in Section 4.1) or for the making of or payment for any tenant improvements or similar charges relating to the Perimeter Center Lease; and (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 matters which arise from or relate to (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except for Notwithstanding any other provision of this Agreement or the Assumed Liabilities Disclosure Statement and Purchaser’s pro rata portion regardless of any Shared Liabilities (as hereinafter defined)disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, it is expressly understood and agreed that Purchaser Buyer shall not assume or have in any responsibility way be liable or responsible for any liabilities, expenses, commitments, obligations, or debts of any type or nature, known or unknown, contingent or otherwise, whether or not related to the Business or the Purchased Assets (collectively, the “Retained Liabilities”), including (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before Effective Time; (b) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with respect any current or former employee of Seller; (c) all liabilities for Taxes of any kind (whether or not accrued, assessed, or currently due and payable); (d) any liability or obligation of Seller to distribute to the Stockholders or otherwise to apply all or any part of the consideration received under or pursuant to this Agreement; (e) any liability or obligation arising out of any Indebtedness of Seller; (f) any liability or obligation that is based on any act or omission of Seller or any Stockholder occurring on, before, or after the Effective Time, (g) any liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any Liability period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Seller, regardless of the nature thereofEffective Time, including any Liabilities product liability claim or other tort claim of any nature, and (h) any other liability or obligation of Seller or any Stockholder including any liability directly or indirectly arising from out of or in connection with, or attributable or related to, relating to the Seller’s operation of the Business or the Seller’s ownership, lease or use ownership of the Acquired AssetsPurchased Assets before the Effective Time whether contingent or otherwise, including (i) any such Liability arising from eventsfixed or absolute, facts known or circumstances occurring on unknown, matured or prior to the Closing Dateunmatured, (ii) any such Liability arising out of the employmentpresent, terms or conditions of employmentfuture, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”otherwise.

Retained Liabilities. Except for the Assumed Liabilities Seller shall retain each and Purchaser’s pro rata portion every liability of any Shared Liabilities (as hereinafter definedSeller, other than those liabilities expressly assumed by Purchaser pursuant to Section 2.05(a), it is expressly understood and agreed that Purchaser shall not assume arising out of or have any responsibility with respect relating to any Liability the conduct of the Seller, regardless Calder Mine Business prior to the completion of the nature thereofClosing, including any Liabilities arising from or in connection with, or attributable or related to, but not necessarily limited to the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including following: (i) any such Liability liability arising from events, facts out of or circumstances occurring on or relating to mineral products of Seller sold prior to the Closing Date, completion of Closing; (ii) any such Liability liability for Taxes, including (A) any Taxes arising out of or resulting from Seller’s ownership of the employmentAssets or Seller’s conduct of the Calder Mine Business prior to the completion of Closing, terms (B) any Taxes arising out of or conditions resulting from the sale of employmentthe Assets pursuant to this Agreement (including Taxes on any imputed interest income deemed to be received by Seller pursuant to Section 2.04(c)), or termination of employment and (C) any deferred Taxes of any Personnature; (iii) any liability under the Employee Plans or relating to payroll, or the failure to employ any Personvacation, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment taxsick leave, workers’ compensation, salary unemployment benefits, pension benefits, employee stock option or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leavesharing plans, health insurance care plans or benefits, or any other employee plans or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 benefits of the Code any kind for Seller’s employees or Section 102 (a)(2) of ERISA former employees or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), both; (iv) any such Liability for expensesliability under any employment, debts severance, retention, or obligations incurred within or outside the Ordinary Course termination agreement with any employee of Business and Seller; (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party liability arising out of or relating to any Employee Benefit Plan as a result employee grievance whether or not the affected employees are hired by Purchaser; (vi) any liability arising out of or relating to any Occupational Safety and Health Laws or the WARN Act or the failure to satisfy, meet, or comply with any of the transactions contemplated by this Agreement. All such Liabilities same; and (vii) any liability of Seller described above in under this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”Agreement or any other Operative Document.