PRODUCT LIABILITY OR CLAIMS FOR INJURY TO PERSON OR
PROPERTY, REGARDLESS OF WHEN MADE OR ASSERTED, RELATING TO ANY PRODUCTS.
9.
ALL LIABILITIES THAT ARE NOT ASSUMED LIABILITIES.
10.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ITEM 2 OF EXHIBIT A-2,
ITEMS 2 AND 5 OF EXHIBIT B-2 AND ITEM 2 OF EXHIBIT C-2 AND SECTIONS 13.1 AND
13.2 OF THE AGREEMENT, ALL LIABILITIES FOR TAXES OF SELLERS;
11.
ALL LIABILITIES IDENTIFIED BY PURCHASERS AS EXCLUDED LIABILITIES
PURSUANT TO SECTION 2.6 OF THE AGREEMENT.
12.
ALL LIABILITIES RELATING TO (A) EMPLOYEE BENEFITS OR EMPLOYEE
BENEFIT OR COMPENSATION PLANS, PROGRAMS, AGREEMENTS OR ARRANGEMENTS OF ANY
SELLER, OR (B) ANY CURRENT OR
FORMER EMPLOYEE, DIRECTOR OR OTHER SERVICE PROVIDER OF ANY SELLER, INCLUDING
(I) ALL LIABILITIES ARISING OUT OF OR RELATING TO THE FAILURE OF ANY SELLER TO
FILE TIMELY ANY REQUIRED NOTICE UNDER WARN WITH RESPECT TO EMPLOYEE TERMINATIONS
EFFECTED BY SUCH SELLER, (II) ALL LIABILITIES ARISING OUT OF OR RELATING TO ANY
PENSION, PROFIT SHARING, SAVINGS OR SIMILAR BENEFIT PLAN, INCLUDING ANY
LIABILITY ARISING UNDER TITLE IV OF ERISA OR RELATED TO ANY MULTIEMPLOYER PLAN
(WITHIN THE MEANING OF SECTION 3(37) OF ERISA), (III) ALL LIABILITIES ARISING
OUT OF OR RELATING TO ANY MEDICAL, WELFARE, RETIREE, LIFE, ACCIDENT OR
DISABILITY PROGRAM OR PLAN, (IV) ALL LIABILITIES ARISING OUT OF OR RELATING TO
WORKERS' COMPENSATION, UNEMPLOYMENT BENEFITS, EMPLOYEE STOCK OPTION, EQUITY
COMPENSATION, BONUS OR PROFIT-SHARING PLANS OR BENEFITS OR ANY OTHER EMPLOYEE
PLANS OR BENEFITS OF ANY KIND, (V) ALL LIABILITIES ARISING OUT OF OR RELATING TO
ANY EMPLOYMENT, SEVERANCE, RETENTION OR TERMINATION CONTRACT WITH ANY CURRENT OR
FORMER EMPLOYEES, DIRECTORS OR OTHER SERVICE PROVIDERS OF ANY SELLER, (VI) ALL
LIABILITIES ARISING OUT OF OR RELATING TO THE EMPLOYMENT CLASSIFICATION
PRACTICES AND POLICIES OF ANY SELLER, (VIII) ALL LIABILITIES ASSOCIATED WITH ANY
RIGHTS, INTERESTS OR CLAIMS FOR SEVERANCE BENEFITS (INCLUDING ANY SUCH RIGHT,
INTEREST OR CLAIM OF ANY TRANSFERRED EMPLOYEE), AND (IX) ALL LIABILITIES WITH
RESPECT TO COMPENSATION AND COMMISSIONS OWED TO ANY CURRENT OR FORMER OFFICERS,
DIRECTORS, EMPLOYEES OR CONSULTANTS OF ANY SELLER; AND
13.
ALL UNPAID ADMINISTRATIVE EXPENSES OF THE DEBTORS.
14.
ALL EMPLOYMENT AGREEMENTS BETWEEN ANY SELLER AND ANY PERSON
15.
ALL INCENTIVE COMPENSATION ARRANGEMENTS BETWEEN ANY SELLER AND ANY
PERSON (INCLUDING ALL LONG-TERM STAY-ON PERFORMANCE INCENTIVE PAYMENT
AGREEMENTS) AND ALL CONFIDENTIALITY AND NON-COMPETE AGREEMENTS BETWEEN ANY
SELLER AND ANY PERSON.
16.
ALL EMPLOYEE BENEFIT PLANS OF SELLERS.
17.
ANY LIABILITIES ARISING OUT OF THAT CERTAIN CONSULTING AGREEMENT,
DATED AS OF JULY 15, 2009, BETWEEN WARNER GAMING LLC AND VISTA HOLDINGS LLC.
Schedule 5.3(a)
No Conflicts
Amended and Restated Limited Liability Company Agreement of Rancho Road LLC
dated December 19, 2006 between FBLV Holding Company LLC and SC Rancho
Development, LLC
Limited Liability Company Agreement of Richfield Homes LLC dated February 8,
2010 between FBLV Holding Company LLC and SC Rancho Development, LLC
Operating Agreement of Sunset GV, LLC dated June 6, 2006 between Green Valley
Station, Inc. and G.C. Gaming, LLC
Operating Agreement of Greens Café,