SELLER DISCLOSURE SCHEDULES

SELLER DISCLOSURE SCHEDULES
to the
ASSET PURCHASE AGREEMENT
dated as of June 13, 2025
by and among
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
EVERGREEN MARKET CO. LLC, a Delaware limited liability company,
and
RIDGELINE CONSUMER PARTNERS LLC, a Delaware limited liability company
Prepared by
Calderwood & Harkness LLP Counsel to Sellers
Matter No. 1038-00008
Draft Date: June 13, 2025
CONFIDENTIAL — This document contains confidential and proprietary information of Sellers and the Business. Distribution, reproduction, or disclosure of this document or its contents, in whole or in part, is prohibited without the prior written consent of Sellers and is subject to the confidentiality provisions of the Agreement.
INTRODUCTORY NOTE AND GENERAL DISCLAIMERS
These Seller Disclosure Schedules (the "Disclosure Schedules") are delivered by Cascade Retail Holdings Inc., a Delaware corporation ("Cascade"), and EverGreen Market Co. LLC, a Delaware limited liability company ("EverGreen" or "EMC") (collectively, the "Sellers"), to Ridgeline Consumer Partners LLC, a Delaware limited liability company (the "Buyer"), in connection with and pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025, by and among Sellers and Buyer (the "Agreement"). These Disclosure Schedules form an integral part of the Agreement and are incorporated therein by reference.
The following general qualifications and disclaimers apply to each and every schedule set forth herein:
1.  Defined Terms. Capitalized terms used but not otherwise defined in these Disclosure Schedules shall have the respective meanings ascribed to such terms in the Agreement. All references to "Sections" or "Articles" are references to Sections or Articles of the Agreement unless otherwise specified.
2.  Corresponding Schedule Numbers. The section and subsection numbers of these Disclosure Schedules correspond to the section and subsection numbers of the representations and warranties contained in Article III (Representations and Warranties of Sellers) of the Agreement. Each schedule is intended to qualify the correspondingly numbered representation or warranty (or covenant, as applicable) set forth in the Agreement.
3.  Cross-Disclosure. The disclosure of any item, event, condition, or matter in any particular schedule of these Disclosure Schedules shall be deemed to be disclosed with respect to, and shall be deemed to qualify, each and every other schedule of these Disclosure Schedules to the extent that the relevance of such disclosure to such other schedule is reasonably apparent on the face of such disclosure, notwithstanding the absence of a specific cross-reference. Sellers have endeavored to include cross-references where appropriate for the convenience of the parties, but the absence of any particular cross-reference shall not be deemed to limit the applicability of any disclosure to any other schedule.
4.  No Admission of Materiality. The inclusion of any item, event, condition, or matter in these Disclosure Schedules does not constitute an acknowledgment or admission by Sellers that such item is material to the Business, the Purchased Assets, or the Assumed Liabilities, or that the occurrence or existence of such item would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Certain items may be listed in these Disclosure Schedules solely for informational purposes or out of an abundance of caution, and the listing of any such item shall not be deemed to set any standard of materiality for purposes of the Agreement or otherwise.
5.  Headings and Descriptions. The headings contained in these Disclosure Schedules are included for reference and convenience only and shall not affect in any way the meaning or interpretation of these Disclosure Schedules or the Agreement. Brief descriptions or summaries of documents, agreements, or matters referenced in these Disclosure Schedules are provided for convenience only and are qualified in their entirety by reference to the full text of the underlying documents, agreements, or facts. In the event of any conflict between any description or summary contained herein and the terms of any underlying document, agreement, or instrument, the terms of such underlying document, agreement, or instrument shall control.
6.  Supplemental Information. Certain schedules reference supplemental materials made available in the virtual data room maintained by Sellers in connection with the transactions contemplated by the Agreement (the "Data Room"). All documents and information contained in the Data Room as of the date hereof are hereby incorporated by reference into these Disclosure Schedules to the extent relevant to any representation, warranty, or covenant of Sellers in the Agreement. References to document identification numbers correspond to the Thackeray Solutions data room index maintained by Calderwood & Harkness LLP.
7.  Confidentiality. These Disclosure Schedules contain confidential and proprietary information of Sellers and the Business and are subject in all respects to the confidentiality provisions set forth in Section 5.3 of the Agreement. Buyer and its Representatives shall treat these Disclosure Schedules and the information contained herein with the same degree of care as is required under such confidentiality provisions.
8.  Update Obligations. These Disclosure Schedules are made as of the date of the Agreement. Sellers reserve the right, to the extent permitted by Section 5.11 of the Agreement, to supplement or amend these Disclosure Schedules from time to time prior to the Closing in accordance with the terms and conditions set forth therein.
ANNEX B — INDEX OF SCHEDULES
SCHEDULE 3.1
ORGANIZATION AND QUALIFICATION
3.1(a) — Seller Entities
The following sets forth certain organizational information with respect to each of the Seller entities:
1. Cascade Retail Holdings Inc.
•  Entity Type: Corporation
•  Jurisdiction of Incorporation: State of Delaware
•  Date of Incorporation: April 17, 2003
•  Employer Identification Number (EIN): 91-1847352
•  Public Company Status: Publicly traded on the Nasdaq Stock Market LLC under the ticker symbol "CRHI"
•  Headquarters: 4200 Elliott Avenue West, Suite 1500, Seattle, Washington 98119
•  Delaware Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801
•  Good Standing: Cascade is in good standing in the State of Delaware and in each other jurisdiction in which it is qualified to do business.
•  Foreign Qualifications: Cascade is qualified to transact business as a foreign corporation in the following jurisdictions: Washington, Oregon, California, Idaho, Montana, Colorado, Arizona, Nevada, Utah, Alaska, Hawaii, and New York. Cascade is duly qualified and in good standing in each such jurisdiction.
Cascade is the ultimate parent entity of EverGreen Market Co. LLC and conducts a diversified retail business through multiple operating subsidiaries and divisions across the western United States. The transactions contemplated by the Agreement relate solely to the EverGreen Market business segment, which is conducted through EverGreen Market Co. LLC as described below.
2. EverGreen Market Co. LLC
•  Entity Type: Limited liability company
•  Jurisdiction of Organization: State of Delaware
•  Date of Organization: September 8, 2015
•  Employer Identification Number (EIN): 93-2615488
•  Ownership: Wholly owned subsidiary of Cascade Retail Holdings Inc. EverGreen is a single-member limited liability company; Cascade is the sole member.
•  Federal Tax Classification: Disregarded entity for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3. All tax items of EverGreen are reported on the federal income tax return of Cascade Retail Holdings Inc.
•  Principal Office: 1025 NW Lovejoy Street, Suite 300, Portland, Oregon 97209
•  Delaware Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801
•  Good Standing: EverGreen is in good standing in the State of Delaware and in each other jurisdiction in which it is qualified to do business.
•  Foreign Qualifications: EverGreen is qualified to transact business as a foreign limited liability company in the following jurisdictions: Oregon and California. EverGreen is duly qualified and in good standing in each such jurisdiction.
EverGreen Market Co. LLC operates the Business, which consists of 34 natural and organic grocery retail stores (22 in Oregon and 12 in Northern California) and a distribution center located in Tualatin, Oregon. EverGreen was formed in 2015 as part of Cascade's strategic initiative to consolidate its Pacific Northwest natural and organic grocery operations under a unified brand. All employees of the Business are employed by EverGreen.
No other Subsidiaries, divisions, or affiliated entities of Cascade are directly engaged in the conduct of the Business or hold any Purchased Assets, except that certain intellectual property assets identified in Schedule 3.7 (Intellectual Property) are held at the Cascade parent level and will be assigned to Buyer at Closing pursuant to the Trademark Assignment Agreement.
3.1(b) — Foreign Qualification Exceptions
None. Each Seller is duly qualified to transact business as a foreign entity in each jurisdiction in which the nature of the Business or the ownership or leasing of its properties requires such qualification, and no jurisdiction has asserted or, to the Knowledge of Sellers, threatened to assert that either Seller is required to qualify to do business in any jurisdiction in which it is not so qualified.
SCHEDULE 3.2
AUTHORITY; NO CONFLICTS
3.2(a) — Authority
No exceptions to the representations set forth in Section 3.2(a) of the Agreement regarding the authority of each Seller to enter into and perform its obligations under the Agreement and the Ancillary Agreements.
The following corporate and member actions have been or will be taken to authorize the transactions contemplated by the Agreement:
(i) Cascade Retail Holdings Inc. — Resolutions of the Board of Directors of Cascade Retail Holdings Inc. authorizing the execution, delivery, and performance of the Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated thereby, were duly adopted by unanimous written consent of the Board on June 10, 2025. Certified copies of such resolutions will be delivered at the Closing. No stockholder approval is required under the General Corporation Law of the State of Delaware, the certificate of incorporation or bylaws of Cascade, or the listing rules of the Nasdaq Stock Market LLC for the consummation of the transactions contemplated by the Agreement, as the Purchased Assets do not constitute all or substantially all of the assets of Cascade on a consolidated basis and the transaction does not otherwise trigger any stockholder approval requirement.
(ii) EverGreen Market Co. LLC — Action by sole member (Cascade Retail Holdings Inc.) in lieu of meeting approving the execution, delivery, and performance of the Agreement and each of the Ancillary Agreements to which EverGreen is a party, and the consummation of the transactions contemplated thereby, was duly executed on June 10, 2025. A copy of such sole member action will be delivered at the Closing. No other member or manager approval is required under the Delaware Limited Liability Company Act or the limited liability company agreement of EverGreen.
3.2(b) — Conflicts / Required Notices
The execution, delivery, and performance by Sellers of the Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated thereby, do not and will not, with or without the giving of notice or the lapse of time or both:
(a) conflict with or violate any provision of the certificate of incorporation, bylaws, certificate of formation, or limited liability company agreement of either Seller;
(b) conflict with or violate any Law applicable to either Seller or the Business, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or
(c) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to any right of termination, cancellation, modification, or acceleration of any obligation or any loss of any benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the Purchased Assets pursuant to, any Contract to which either Seller is a party or by which any of the Purchased Assets are bound, except as disclosed below.
Exceptions and Required Notices:
(i) Landlord Consents. The assignment or transfer of the 34 store leases and the distribution center lease requires the consent of the applicable landlords. See Schedule 3.4(a) (Landlord Consents) for a complete listing of required landlord consents and the status of each.
(ii) Meridian Commerce Solutions Inc. The assignment of the Master Software License Agreement dated March 1, 2020, between EverGreen Market Co. LLC and Meridian Commerce Solutions Inc., for the point-of-sale (POS) and inventory management system used across all 34 store locations and the distribution center, requires the prior written consent of Meridian Commerce Solutions Inc. pursuant to Section 9.2 of such agreement. See Schedule 3.9(c) (Technology / Software Licenses) for further details.
(iii) Vendor/Supplier Contracts. Certain vendor and supplier contracts listed on Schedule 3.9(a) (Key Vendor/Supplier Contracts) contain change-of-control provisions, anti-assignment clauses, or notification requirements that may be triggered by the consummation of the transactions contemplated by the Agreement. See Schedule 3.9(a) for identification of such provisions by contract.
(iv) Governmental Approvals. Certain governmental approvals, licenses, and permits require transfer applications or re-issuances in connection with the change in ownership and operation of the Business. See Schedule 3.4(b) (Government Approvals and Permits) for a complete listing.
SCHEDULE 3.3
TITLE TO PURCHASED ASSETS
No exceptions to the representations set forth in Section 3.3 of the Agreement regarding Sellers' good and marketable title to the Purchased Assets.
Subject to Permitted Liens (as defined in the Agreement), Sellers have good and marketable title to all of the Purchased Assets, free and clear of all Liens. As of the date hereof, there are no outstanding options, rights of first refusal, or other rights to purchase or acquire any of the Purchased Assets, other than the rights of Buyer under the Agreement.
Disclosure Notes:
(a) Asset Holding Entity. All Purchased Assets are held by EverGreen Market Co. LLC, except for the intellectual property identified on Schedule 3.7 (Intellectual Property), which is held at the Cascade Retail Holdings Inc. parent level. Such intellectual property will be assigned to Buyer at the Closing pursuant to the Trademark Assignment Agreement in the form attached to the Agreement as Exhibit D.
(b) Permitted Liens. The Purchased Assets are subject to Permitted Liens as defined in Section 1.1 of the Agreement, which include (i) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings, (ii) mechanics', carriers', workers', repairers', and other similar Liens arising or incurred in the ordinary course of business for amounts not yet due and payable, (iii) zoning, entitlement, conservation restrictions, and other land use and environmental regulations imposed by governmental authorities that do not materially impair the use or occupancy of the applicable leased premises, and (iv) Liens that will be released at or prior to the Closing.
(c) UCC Filings. A UCC lien search conducted as of June 5, 2025, by Calderwood & Harkness LLP in the State of Delaware (for both Cascade and EverGreen) and in the States of Oregon and California (for EverGreen) did not reveal any UCC financing statement filings with respect to the Purchased Assets other than Permitted Liens and filings that will be released at or prior to the Closing.
SCHEDULE 3.4
REQUIRED CONSENTS
3.4(a) — Landlord Consents
A total of thirty-five (35) landlord consents are required in connection with the assignment or transfer of the real property leases included among the Purchased Assets. These consist of consents with respect to thirty-four (34) store leases and one (1) distribution center lease.
Summary of Consent Status:
Note: Pursuant to Section 6.2(g) of the Agreement, it is a condition to Buyer's obligation to consummate the Closing that landlord consents shall have been obtained with respect to not fewer than thirty-two (32) of the thirty-five (35) leases.
Consents Obtained (28 of 35):
The following landlord consents have been obtained as of the date hereof. Each consent listed below is in form and substance satisfactory to Buyer's counsel, Whitmore & Aldrich LLP, and has been deposited in escrow with Puget Sound Title & Escrow Co.
Oregon Locations — Consents Obtained:
Northern California Locations — Consents Obtained:
Consents Pending (7 of 35):
The following landlord consents remain outstanding as of the date hereof. Sellers are using commercially reasonable efforts to obtain each of these consents prior to the Closing Date and believe, based on the current status of negotiations, that the requisite number of consents (32 of 35) will be obtained prior to the Closing.
3.4(b) — Government Approvals and Permits
The following governmental approvals, permits, licenses, and filings are required in connection with the consummation of the transactions contemplated by the Agreement:
1. Oregon Liquor and Cannabis Commission (OLCC)
Transfer applications are required for the liquor licenses held by EverGreen at each of the twenty-two (22) Oregon store locations. OLCC transfer applications have been prepared and will be filed promptly following the date hereof. Typical processing time for OLCC license transfers is approximately forty-five (45) to sixty (60) days. Sellers will cooperate with Buyer in submitting all required documentation and facilitating the review process. Pending completion of the transfer, temporary operating authority may be sought pursuant to ORS 471.292.
2. California Department of Alcoholic Beverage Control (ABC)
Transfer applications are required for the ABC licenses held by EverGreen at each of the twelve (12) Northern California store locations. ABC person-to-person transfer applications (Form ABC-211) have been prepared. Typical processing time for ABC license transfers is approximately sixty (60) to ninety (90) days. Sellers will cooperate with Buyer in filing all required applications and supporting documentation. Pending completion of the transfer, Buyer may apply for interim operating permits under California Business and Professions Code Section 24073.
3. Oregon Department of Agriculture
Food establishment license transfers or re-issuances are required for each of the twenty-two (22) Oregon stores and the distribution center located in Tualatin, Oregon (23 total). Applications will be filed with the Oregon Department of Agriculture, Food Safety Division, following the Closing. Typical processing time is approximately fifteen (15) to thirty (30) days.
4. California Department of Public Health
Food facility permit transfers are required for each of the twelve (12) Northern California stores. Applications will be filed with the applicable county environmental health department acting as the local enforcement agency for the California Department of Public Health. Typical processing time is approximately fifteen (15) to thirty (30) days.
5. Municipal Business Licenses
New or transferred municipal business licenses will be required in each municipality in which EverGreen operates a store or the distribution center. The number of affected municipalities is thirty (30) across Oregon and Northern California. These are ministerial filings that are typically processed within ten (10) to fifteen (15) business days.
6. Hart-Scott-Rodino Antitrust Improvements Act
An HSR filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is not required in connection with the transactions contemplated by the Agreement. The aggregate purchase price of $25,000,000 is below the applicable size-of-transaction filing threshold of $119.5 million for calendar year 2025, as adjusted by the Federal Trade Commission. Additionally, neither the size-of-person test nor any secondary jurisdictional test is triggered by the transaction, as Sellers and Buyer do not have overlapping operations in any relevant product or geographic market that would give rise to an obligation to file under 16 C.F.R. § 801 et seq.
3.4(c) — Contract Consents
In addition to the landlord consents described in Section 3.4(a) above and the governmental approvals described in Section 3.4(b) above, the following consents or approvals of third-party counterparties are required in connection with the assignment or transfer of Contracts included among the Purchased Assets:
(i) Meridian Commerce Solutions Inc. — Consent to assignment of the Master Software License Agreement dated March 1, 2020, is required pursuant to Section 9.2 thereof. See Schedule 3.9(c) for additional details regarding this agreement and the status of consent discussions. In the alternative, if consent to assignment cannot be obtained, Buyer may enter into a direct license with Meridian Commerce Solutions Inc. on commercially reasonable terms.
(ii) Vendor/Supplier Contracts. Certain of the key vendor and supplier contracts listed on Schedule 3.9(a) contain anti-assignment clauses or change-of-control provisions that require consent or prior written notice to the applicable counterparty in connection with the assignment of such contracts to Buyer. See Schedule 3.9(a) for identification of contracts requiring consent and the status of such consent requests.
(iii) Northstar Foods Co. LLC. The private-label manufacturing agreement with Northstar Foods Co. LLC may require consent to assignment. See Schedule 3.9(b) for additional details.
SCHEDULE 3.5
FINANCIAL STATEMENTS
Carveout financial statements for EverGreen Market Co. LLC (the "Carveout Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, and have been audited by Archer Whitfield LLP, an independent registered public accounting firm, for the following fiscal years:
Copies of the Carveout Financial Statements, including the audit reports of Archer Whitfield LLP, have been made available to Buyer in the Data Room (Document IDs: DR-FIN-001 through DR-FIN-018). The Carveout Financial Statements include, for each fiscal year, a carveout balance sheet, a carveout statement of operations, a carveout statement of cash flows, and notes to the carveout financial statements.
Selected Financial Metrics (Trailing Twelve Months Ended March 31, 2025):
Disclosure Notes:
(a) Shared-Service Cost Allocations. The Carveout Financial Statements reflect allocations of certain Cascade shared-service costs to EverGreen, including costs related to information technology infrastructure and support, payroll processing and administration, treasury and cash management, centralized procurement and vendor management, and general accounting and financial reporting. These cost allocations were made on a basis that Sellers believe to be reasonable and consistent with Cascade's internal cost allocation methodology; however, such allocations may not be representative of the costs that EverGreen would have incurred as a standalone entity or that Buyer will incur post-Closing. Buyer should refer to the Transition Services Agreement (the "TSA") attached to the Agreement as Exhibit F for the post-Closing arrangement relating to these shared services. The estimated monthly TSA fee is approximately $185,000, subject to adjustment as provided in the TSA.
(b) Relative Size of the Business. EverGreen Market Co. LLC represents approximately 2.09% of Cascade's consolidated trailing twelve-month revenue of approximately $6,800,000,000 for the period ended March 31, 2025. The Carveout Financial Statements are designed to present the financial position and results of operations of the EverGreen Market business on a standalone basis and may not reflect the financial position or results of operations that would have been achieved had EverGreen operated as an independent entity during the periods presented.
(c) Unaudited Interim Financial Statements. In addition to the audited Carveout Financial Statements described above, Sellers have made available to Buyer unaudited interim financial statements for the three-month period ended March 31, 2025 (the "Interim Financial Statements"), prepared on a basis consistent with the Carveout Financial Statements. The Interim Financial Statements are subject to normal year-end adjustments and the absence of footnote disclosures but otherwise present fairly, in all material respects, the financial position and results of operations of the Business for the periods presented.
SCHEDULE 3.6
ABSENCE OF CERTAIN CHANGES
No Material Adverse Effect has occurred with respect to the Business since December 31, 2024 (the "Balance Sheet Date").
Since the Balance Sheet Date, Sellers have conducted the Business in the ordinary course of business consistent with past practice in all material respects and, except as contemplated by the Agreement, have not taken any of the actions described in Section 3.6 of the Agreement.
Disclosure Exceptions:
None.
SCHEDULE 3.7
INTELLECTUAL PROPERTY
3.7(a) — Registered intellectual Property
The following table sets forth all registered trademarks, service marks, and other registered intellectual property owned by Sellers and used in or related to the conduct of the Business:
Maintenance and Renewal Status: All required maintenance filings for the foregoing trademark registrations are current. The Section 8 Declaration of Continued Use and Section 15 Declaration of Incontestability for the EVERGREEN MARKET mark (Reg. No. 5,284,331) were timely filed on June 10, 2024. The Section 8 Declaration of Continued Use for the EVERGREEN NATURALS mark (Reg. No. 5,612,074) is due between September 3, 2024, and September 3, 2025; Sellers intend to file such declaration prior to the Closing or, if the Closing occurs before filing, to cooperate with Buyer in filing such declaration. The Section 9 renewal application for the EVERGREEN MARKET mark is due between June 12, 2027, and June 12, 2028.
Note: Both registered marks are held by Cascade Retail Holdings Inc. at the parent level and will be assigned to Buyer at the Closing pursuant to the Trademark Assignment Agreement in the form attached to the Agreement as Exhibit D. Cascade will execute and deliver all instruments of transfer, including recordation documents for the USPTO, as required to effect such assignment.
No applications for registration of any trademark, service mark, patent, copyright, or other intellectual property right are currently pending before any governmental authority with respect to the Business.
3.7(b) — Domain Names
The following domain names are owned by Sellers and used in or related to the conduct of the Business:
All domain names listed above are Purchased Assets and will be transferred to Buyer at the Closing. Sellers will initiate the domain transfer process and provide all necessary authorization codes and administrative access credentials.
3.7(c) — Social Media Accounts
The following social media accounts are associated with the EverGreen Market brand and are used in the conduct of the Business:
All social media accounts listed above are Purchased Assets. Sellers will cooperate with Buyer in transferring administrative access and ownership of each account at or promptly following the Closing. Sellers represent that all such accounts are in good standing with the applicable platform and are not subject to any restrictions, suspensions, or violations of platform terms of service as of the date hereof.
3.7(d) — Intellectual Property Exceptions / Encumbrances
No Liens, encumbrances, or adverse claims exist with respect to the registered intellectual property or other intellectual property assets described in this Schedule 3.7, other than Permitted Liens as defined in the Agreement.
Disclosure Notes:
(a) Excluded Cascade Marks. The "Cascade" trade name and all trademarks, service marks, trade dress, logos, and branding associated with "Cascade," "Cascade Retail Holdings," "Cascade Home & Goods," and "CascadeDirect.com" (collectively, the "Cascade Marks") are Excluded Assets and are not being transferred to Buyer in connection with the transactions contemplated by the Agreement. Buyer shall have no right, title, or interest in or to the Cascade Marks. Sellers will remove or cause to be removed all Cascade Marks from the Purchased Assets and the Business premises within ninety (90) days following the Closing, in accordance with the terms of the Transition Services Agreement.
(b) Northstar Foods License. Pursuant to the private-label manufacturing agreement between EverGreen Market Co. LLC and Northstar Foods Co. LLC (see Schedule 3.9(b)), Northstar Foods holds a limited, non-exclusive, non-transferable license to use the EVERGREEN NATURALS mark solely in connection with the manufacture of private-label products for the Business. This license is coterminous with the manufacturing agreement and does not grant Northstar Foods any ownership interest in the EVERGREEN NATURALS mark. The transfer of the EVERGREEN NATURALS mark to Buyer at the Closing will not affect the validity of this license, provided the manufacturing agreement is assigned to or assumed by Buyer.
(c) Unregistered intellectual Property. In addition to the registered intellectual property described above, the Business utilizes certain unregistered intellectual property, including store trade dress, recipe formulations for prepared foods and bakery items, proprietary product selection and merchandising methodologies, customer data, and operational know-how. Such unregistered intellectual property is included among the Purchased Assets as part of the goodwill of the Business.
SCHEDULE 3.8
REAL PROPERTY LEASES
3.8(a) — Store Leases (34 Locations)
The following tables set forth the material terms of all real property leases under which EverGreen Market Co. LLC operates its thirty-four (34) retail grocery store locations. All leases listed below are included among the Purchased Assets and will be assigned to Buyer at the Closing, subject to obtaining the required landlord consents described in Schedule 3.4(a).
Summary Statistics:
Oregon Locations (22 stores):
Northern California Locations (12 stores):
3.8(b) — Distribution Center Lease
The distribution center serves as the primary receiving, storage, and distribution hub for inventory destined for all thirty-four (34) EverGreen store locations. The facility includes climate-controlled storage areas for perishable goods, dry goods storage, a loading dock with six bays, and administrative offices.
3.8(c) — Lease Defaults / Violations
No material defaults exist under any of the thirty-five (35) leases described in this Schedule 3.8 as of the date hereof. To the Knowledge of Sellers, no event has occurred that, with the giving of notice or the passage of time or both, would constitute a default by EverGreen under any such lease.
All rental payments under each lease are current as of the date hereof. No landlord has delivered to EverGreen any notice of default, notice to cure, or notice of termination with respect to any lease. No lease is the subject of any pending dispute, litigation, or arbitration proceeding between EverGreen and any landlord.
SCHEDULE 3.9
MATERIAL CONTRACTS
3.9(a) — Key Vendor/Supplier Contracts (12 Contracts)
The following table sets forth the twelve (12) key vendor and supplier contracts to which EverGreen Market Co. LLC is a party and which are included among the Purchased Assets to be assigned to Buyer at the Closing:
Status of Consent Requests: For contracts requiring consent to assignment (Contract Nos. 2, 4, 6, 9, and 11), Sellers have initiated discussions with each counterparty and have provided introductory information regarding Buyer. Consent request letters were sent by Calderwood & Harkness LLP on behalf of Sellers on May 20, 2025. As of the date hereof, formal consents have been received from Pacific Harvest Seafood LLC (Contract No. 2) and Redwood Health & Beauty Distributors LLC (Contract No. 9). Discussions with the remaining counterparties are ongoing, and Sellers expect to obtain the necessary consents prior to the Closing Date.
3.9(b) — Private-Label Manufacturing Agreement
3.9(c) — Technology / Software Licenses
Meridian Commerce Solutions Inc. — Master Software License Agreement
3.9(d) — Intercompany Agreements
EverGreen Market Co. LLC is party to various intercompany service arrangements with Cascade Retail Holdings Inc. and its other Subsidiaries for the provision of shared services. These intercompany arrangements are informal in nature and are documented through internal service level agreements and cost allocation memoranda rather than arm's-length commercial contracts. The principal shared services provided by Cascade to EverGreen include:
(i) Information Technology: Centralized IT infrastructure, helpdesk support, cybersecurity, and network management services provided by Cascade's IT division.
(ii) Payroll Processing: Payroll processing and administration, including tax withholding and reporting, direct deposit services, and W-2 preparation, provided through Cascade's centralized payroll function (utilizing Ashgrove Solutions as the third-party payroll processor).
(iii) Treasury and Cash Management: Cash concentration, disbursement, and treasury management services, including maintenance of banking relationships and management of cash balances, provided by Cascade's treasury department.
(iv) Centralized Procurement: Coordination with vendors and suppliers on behalf of EverGreen, including negotiation of volume discounts and enterprise-level pricing, managed through Cascade's procurement department.
(v) General Accounting and Financial Reporting: Preparation of financial statements, general ledger maintenance, accounts payable processing, and SEC reporting support (to the extent applicable to the EverGreen carveout financial statements), provided by Cascade's accounting and finance department.
All intercompany service arrangements described above will be terminated as of the Closing Date and replaced by the Transition Services Agreement (the "TSA") attached to the Agreement as Exhibit F. The TSA provides for the continued provision of substantially similar services by Cascade to Buyer for a transition period of up to twelve (12) months following the Closing, at an estimated monthly fee of approximately $185,000, as more fully described in the TSA.
All intercompany receivables owed by EverGreen to Cascade and all intercompany payables owed by Cascade to EverGreen are Excluded Assets and Excluded Liabilities, respectively, and will be settled or eliminated on the books and records of the parties at or prior to the Closing. No intercompany receivables or payables will transfer to Buyer.
SCHEDULE 3.10
LITIGATION
There is no pending or, to the Knowledge of Sellers, threatened litigation, arbitration, mediation, governmental investigation, or administrative proceeding against or relating to the Business, the Purchased Assets, the Assumed Liabilities, or any of the Transferred Employees that would reasonably be expected to result in a Material Adverse Effect or that would reasonably be expected to prevent, materially delay, or materially impair the ability of Sellers to consummate the transactions contemplated by the Agreement.
To the Knowledge of Sellers, no facts or circumstances exist that would reasonably be expected to give rise to any such litigation, arbitration, or proceeding.
Disclosure Notes:
(a) Routine Matters. In the ordinary course of operating a multi-location retail grocery business, EverGreen is from time to time involved in routine claims, including minor slip-and-fall incidents, employment disputes, and customer complaints. None of such matters, individually or in the aggregate, are material to the Business or would reasonably be expected to result in a Material Adverse Effect. To the extent any such claims are pending as of the date hereof, they involve individual claimed amounts of less than $25,000 each and aggregate claimed amounts of less than $75,000.
(b) Pre-Closing Claims. Any and all pre-closing litigation and product liability claims arising from pre-closing sales of products by the Business, including but not limited to personal injury claims, product defect claims, and food safety claims, are Excluded Liabilities under Section 2.4 of the Agreement and will not be assumed by Buyer. Sellers and their insurers shall retain sole responsibility for the defense and resolution of any such claims.
SCHEDULE 3.11
COMPLIANCE WITH LAWS; PERMITS
3.11(a) — Permits and Licenses
The following table sets forth the material permits, licenses, and governmental authorizations held by EverGreen Market Co. LLC in connection with the operation of the Business:
To the extent any of the foregoing permits, licenses, or governmental authorizations are transferable by their terms and under applicable Law, Sellers shall cooperate with Buyer in effecting such transfers at or promptly following the Closing. To the extent any such permits, licenses, or governmental authorizations are not transferable, Buyer shall apply for and obtain replacement permits, licenses, or authorizations, and Sellers shall provide such cooperation and assistance as Buyer may reasonably request in connection therewith.
3.11(b) — Compliance Exceptions
No material non-compliance with applicable Laws, regulations, rules, orders, ordinances, or decrees of any governmental authority exists with respect to the Business, the Purchased Assets, or the Assumed Liabilities as of the date hereof.
To the Knowledge of Sellers, the Business has been conducted in compliance in all material respects with all applicable Laws, including but not limited to food safety and labeling regulations (including the Food Safety Modernization Act), labor and employment laws (including the Fair Labor Standards Act, the Oregon Workplace Fairness Act, and the California Labor Code), environmental laws, consumer protection laws, tax laws, and privacy and data security laws. No governmental authority has notified Sellers of any material violation of applicable Law with respect to the Business, and no investigation or enforcement action by any governmental authority is pending or, to the Knowledge of Sellers, threatened.
SCHEDULE 3.12
TAX MATTERS
The following information is provided with respect to the tax matters of the Sellers as they relate to the Business:
(a) Tax Classification. EverGreen Market Co. LLC is treated as a disregarded entity for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3. As a single-member limited liability company wholly owned by Cascade Retail Holdings Inc., all items of income, deduction, gain, loss, and credit of EverGreen are reported on the consolidated federal income tax return of Cascade Retail Holdings Inc. (EIN: 91-1847352). EverGreen holds its own EIN (93-2615488) for state and local tax purposes and for employment tax purposes (including federal employment tax returns on Form 941 and state unemployment insurance filings).
(b) Tax Filings. All material Tax Returns required to be filed by or on behalf of Sellers with respect to the Business have been timely filed (taking into account any valid extensions of time for filing) with the applicable Taxing Authorities. All such Tax Returns are true, correct, and complete in all material respects.
(c) Tax Payments. All material Taxes due and payable by or on behalf of Sellers with respect to the Business have been timely paid in full. There are no outstanding Tax deficiency assessments, claims, or proposed adjustments with respect to any Taxes of the Business.
(d) Audits and Disputes. No audit, examination, investigation, or other proceeding by any Taxing Authority is currently pending or, to the Knowledge of Sellers, threatened with respect to any Taxes of the Business. Sellers have not received any written notice from any Taxing Authority of any proposed assessment, deficiency, or adjustment relating to the Business. No waivers of applicable statutes of limitation or extensions of time for assessment of Taxes have been granted by Sellers with respect to the Business.
(e) Tax Liens. There are no Liens for Taxes (other than statutory liens for Taxes not yet due and payable) on any of the Purchased Assets.
(f) Tax Refunds. Tax refunds attributable to pre-Closing Tax periods are Excluded Assets under Section 2.3 of the Agreement and will not transfer to Buyer.
(g) State and Local Taxes. EverGreen is registered and files state and local tax returns in Oregon and California, including state income/excise tax returns, sales and use tax returns (where applicable), and employer withholding and unemployment insurance returns. Oregon does not impose a general retail sales tax; however, EverGreen files Oregon Corporate Activity Tax returns. In California, EverGreen files California Franchise Tax Board returns and collects and remits applicable sales tax.
SCHEDULE 3.13
EMPLOYEE MATTERS
3.13(a) — Employee Census
The following table sets forth a summary of the employees of EverGreen Market Co. LLC as of the date hereof:
All employees of the Business are employed by EverGreen Market Co. LLC. No employees of the Business are employed by Cascade Retail Holdings Inc. or any other Subsidiary of Cascade, although certain Cascade employees provide shared services to EverGreen as described in Schedule 3.9(d) (Intercompany Agreements); such Cascade employees are not Transferred Employees and will not transfer to Buyer.
Key Management Personnel:
A detailed employee census, including for each Business Employee: name, store location, position title, full-time or part-time status, hourly rate or annual salary, hire date, and benefit eligibility status, has been made available in the Data Room (Document ID: DR-HR-001). Such census data is current as of June 1, 2025, and is subject to ordinary course changes in the workforce between such date and the Closing.
3.13(b) — Employee Benefit Plans
Transferred Employees currently participate in the following benefit plans and programs sponsored by Cascade Retail Holdings Inc.:
(i) Medical Insurance: Cascade Group Medical Plan (Bramwell Life Insurance PPO and HMO options); employer contribution approximately 75% of premium for employee-only coverage and approximately 60% of premium for dependent coverage.
(ii) Dental Insurance: Cascade Group Dental Plan (Ostrander Life Insurance PPO); employer contribution approximately 80% of premium.
(iii) Vision Insurance: Cascade Group Vision Plan (VSP Choice Plan); employer contribution 100% of premium for employee-only coverage.
(iv) 401(k) Retirement Savings Plan: Cascade Retail Holdings 401(k) Plan; employer match of 50% on the first 6% of eligible compensation deferred (maximum employer match of 3% of eligible compensation); vesting schedule: 100% vested after three (3) years of service (cliff vesting).
(v) Life Insurance: Cascade Group Life Insurance (Quillon Holdings); employer-paid basic life insurance equal to 1× annual base salary, up to a maximum of $200,000; supplemental voluntary life insurance available at employee's expense.
(vi) Short-Term Disability: Cascade Short-Term Disability Plan (Quillon Holdings); employer-paid; 60% of weekly earnings, up to 26 weeks.
(vii) Long-Term Disability: Cascade Long-Term Disability Plan (Quillon Holdings); employer-paid for salaried employees; 60% of monthly earnings after 180-day elimination period.
(viii) Paid Time Off / Vacation: PTO accrual based on tenure: 10 days per year for employees with 0–2 years of service; 15 days per year for employees with 3–7 years of service; 20 days per year for employees with 8+ years of service. Accrued, unused PTO is payable upon termination of employment under applicable state law.
(ix) Other Benefits: Employee discount program (15% on all EverGreen Market purchases); employee assistance program (EAP); commuter benefit program; tuition reimbursement program (salaried employees only, up to $3,000 per year).
All Cascade-sponsored benefit plans described above will cease to cover Transferred Employees effective as of 11:59 p.m. on the day immediately preceding the Closing Date. Cascade shall be responsible for all accrued benefits, claims incurred, and obligations arising under such plans with respect to Transferred Employees through the Closing Date, including any claims incurred but not reported (IBNR) prior to the Closing Date.
Accrued Vacation / PTO:
As of the date hereof, accrued but unused vacation and PTO for all Business Employees is estimated at approximately $820,000 in the aggregate. This amount constitutes an Assumed Liability to be assumed by Buyer at the Closing pursuant to Section 2.4(c) of the Agreement. A detailed schedule of accrued PTO by employee has been made available in the Data Room (Document ID: DR-HR-003).
3.13(c) — Collective Bargaining / Labor Matters
No employees of the Business are represented by any labor union, works council, or other labor organization, and no employees of the Business are covered by any collective bargaining agreement or similar labor contract. To the Knowledge of Sellers, no labor union or other labor organization is seeking to organize or represent any employees of the Business, and no petition for union representation has been filed with the National Labor Relations Board with respect to any employees of the Business.
There are no pending or, to the Knowledge of Sellers, threatened labor disputes, strikes, work stoppages, slowdowns, lockouts, picketing, handbilling, or other labor disturbances involving any employees of the Business. No unfair labor practice charge or complaint is pending or, to the Knowledge of Sellers, threatened before the National Labor Relations Board or any state labor relations board with respect to the Business.
3.13(d) — WARN Act
No "plant closing" or "mass layoff" (as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act"), 29 U.S.C. §§ 2101–2109, and the corresponding Oregon and California state mini-WARN statutes) has occurred with respect to the Business at any time during the ninety (90) day period preceding the date hereof. No store closures, facility shutdowns, or mass layoffs are planned or contemplated by Sellers in connection with the transactions contemplated by the Agreement.
Buyer has committed, pursuant to Section 5.7(b) of the Agreement, to maintain employment levels for the Transferred Employees for a period of not less than ninety (90) days following the Closing Date, subject to terminations for cause and voluntary resignations. This commitment is intended to ensure that no WARN Act liability arises in connection with the consummation of the transactions.
SCHEDULE 3.14
ENVIRONMENTAL MATTERS
No material environmental liabilities, conditions, contamination, or violations of Environmental Laws are known to Sellers with respect to the Business, the Purchased Assets, or any real property leased, operated, or used by EverGreen Market Co. LLC.
Disclosure Notes:
(a) Leased Premises. All store locations and the distribution center operated by the Business are leased premises. Sellers do not own any real property used in the conduct of the Business. The environmental condition of the underlying real property is the responsibility of the respective landlords, subject to the terms of the applicable leases.
(b) Hazardous Materials. In the ordinary course of its retail grocery operations, EverGreen uses and stores limited quantities of cleaning supplies, sanitizers, pest control products, and similar materials that may be classified as "hazardous materials" under applicable Environmental Laws. All such materials are used, stored, and disposed of in compliance in all material respects with applicable Environmental Laws and in accordance with manufacturer specifications and Material Safety Data Sheets (MSDS) / Safety Data Sheets (SDS).
(c) No Underground Storage Tanks. To the Knowledge of Sellers, none of the leased premises utilized by the Business contains any underground storage tanks.
(d) Phase I Environmental Site Assessments. Sellers have not conducted or commissioned Phase I Environmental Site Assessments with respect to any of the leased premises utilized by the Business. Buyer has been advised to conduct its own environmental due diligence as it deems appropriate.
(e) No Notices or Claims. Sellers have not received any written notice from any governmental authority or any third party alleging any violation of Environmental Laws or any actual or potential liability under Environmental Laws in connection with the Business or the leased premises used by the Business. No environmental investigation, cleanup, remediation, or enforcement action is pending or, to the Knowledge of Sellers, threatened with respect to the Business.
SCHEDULE 3.15
INSURANCE
Current Insurance Coverage:
The Business is currently covered under the following corporate-level insurance policies maintained by Cascade Retail Holdings Inc.:
Insurance Treatment at Closing:
All corporate-level insurance policies listed above are Excluded Assets under Section 2.3 of the Agreement and will not transfer to Buyer at the Closing. Coverage under such policies will cease with respect to the Business effective as of the Closing Date (or, with respect to "occurrence-based" policies, claims arising from events occurring prior to the Closing Date will continue to be covered). Buyer is solely responsible for obtaining its own insurance coverage for the Business effective as of the Closing Date and in amounts and types satisfactory to Buyer and as required by the terms of the assigned leases and contracts.
Representations and Warranties Insurance:
Buyer is obtaining a representations and warranties insurance policy (the "R&W Policy") in connection with the transactions contemplated by the Agreement, the principal terms of which are as follows:
SCHEDULE 3.16
BROKERS AND FINDERS
Cascade Retail Holdings Inc. has engaged the following financial advisor and investment banker in connection with the transactions contemplated by the Agreement:
The advisory engagement between Cascade and Bridger Zanthor & Co. LLC is documented in an engagement letter dated January 15, 2025, a copy of which has been made available to Buyer's counsel in the Data Room (Document ID: DR-CORP-012). The engagement letter contains customary terms regarding scope of services, indemnification, exclusivity, and tail period.
No other broker, finder, investment banker, financial advisor, or other intermediary has been retained, engaged, or authorized by Sellers, and no other Person is entitled to receive any brokerage commission, finder's fee, advisory fee, or similar compensation in connection with the transactions contemplated by the Agreement based upon any arrangement or agreement made by or on behalf of Sellers. Sellers shall be solely responsible for the payment of the advisory fee to Bridger Zanthor & Co. LLC, and Buyer shall have no liability or obligation with respect thereto.
SCHEDULE 3.17
INVENTORY
The following information is provided with respect to the inventory of the Business as of the most recent physical inventory count:
Inventory Composition:
Inventory Locations:
Disclosure Notes:
(a) No material write-downs or reserves for obsolete, damaged, expired, or unsalable inventory are reflected in the inventory balance as of the date of the most recent physical count. Sellers maintain customary markdown and spoilage reserves in the ordinary course of business consistent with past practice. Aggregate spoilage and shrinkage for the trailing twelve-month period ended March 31, 2025, was approximately $1,950,000, or approximately 1.37% of TTM revenue, which is consistent with industry averages for natural and organic grocery retailers.
(b) Inventory is carried at the lower of cost or net realizable value, consistently applied, in accordance with GAAP and in a manner consistent with the Carveout Financial Statements. No changes in inventory accounting policies or methods have been made during the three-year period preceding the date hereof.
(c) All inventory is of merchantable quality and fit for sale in the ordinary course of business, subject to ordinary shelf-life considerations and customary spoilage of perishable goods.
SCHEDULE 3.18
TANGIBLE PERSONAL PROPERTY
The following information is provided with respect to the tangible personal property (furniture, fixtures, and equipment or "FF&E") included among the Purchased Assets:
FF&E Categories:
Disclosure Notes:
(a) Detailed depreciation schedules for all FF&E items, including asset descriptions, serial numbers (where applicable), acquisition dates, original costs, depreciation rates, and net book values, have been made available in the Data Room (Document IDs: DR-FA-001 through DR-FA-006).
(b) All FF&E is in good working condition, subject to ordinary wear and tear consistent with the age and use of such assets. Sellers maintain a regular schedule of preventive maintenance for all material equipment, including refrigeration systems, HVAC units, and commercial kitchen equipment. No material capital expenditures are required or overdue with respect to the FF&E as of the date hereof, other than routine maintenance and replacements in the ordinary course of business.
(c) Certain leased premises include equipment or fixtures that are the property of the landlord and are not included in the Purchased Assets. Such landlord-owned items typically include exterior building signage structures (pole signs, monument signs), certain HVAC rooftop units, and built-in structural elements. These items are identified in the applicable lease agreements.
(d) No FF&E is subject to any equipment lease, conditional sale agreement, or similar financing arrangement, other than Permitted Liens. All FF&E is owned outright by EverGreen Market Co. LLC.
SCHEDULE 3.19
CUSTOMERS AND SUPPLIERS
3.19(a) — Top Suppliers
The following table sets forth the ten (10) largest suppliers to the Business for the trailing twelve-month period ended March 31, 2025, ranked by approximate percentage of total cost of goods sold:
Cross-reference to Schedule 3.9(a) for the terms and conditions of the key vendor and supplier contracts with the foregoing suppliers.
To the Knowledge of Sellers, no supplier listed above has indicated any intention to terminate, materially reduce, or materially modify its relationship with the Business, whether as a result of the transactions contemplated by the Agreement or otherwise.
3.19(b) — Customer Information
The Business operates thirty-four (34) retail natural and organic grocery stores selling directly to individual consumers. The Business does not have any wholesale, institutional, or commercial customers that account for a material percentage of revenue. No single customer or customer group accounts for more than 1% of the Business's revenue.
The Business maintains a customer loyalty program ("EverGreen Rewards") with approximately 185,000 active enrolled members as of the date hereof. Customer data associated with the loyalty program, including names, email addresses, purchase histories, and rewards balances, are Purchased Assets and will be transferred to Buyer at the Closing, subject to applicable privacy laws and the Business's posted privacy policy.
Customer lists, customer contact information, and customer purchase history data maintained by the Business in its ordinary course operations (including data generated through the Meridian Commerce Solutions POS system) are Purchased Assets.
SCHEDULE 3.20
ASSUMED LIABILITIES AND EXCLUDED LIABILITIES
3.20(a) — Assumed Liabilities (Estimated)
The following table summarizes the principal categories of Assumed Liabilities to be assumed by Buyer at the Closing pursuant to Section 2.4 of the Agreement:
Buyer shall not assume any liabilities of Sellers other than the Assumed Liabilities specifically identified in Section 2.4 of the Agreement.
3.20(b) — Excluded Liabilities
The following categories of liabilities are Excluded Liabilities under Section 2.4 of the Agreement and will be retained by Sellers:
(i) Pre-Closing Litigation and Product Liability Claims. All litigation, claims, demands, causes of action, judgments, settlements, and other liabilities arising from or relating to (a) the operation of the Business prior to the Closing Date, (b) product liability or product recall claims arising from products sold by the Business prior to the Closing Date, or (c) any act or omission of Sellers or their employees occurring prior to the Closing Date.
(ii) Intercompany Payables. All intercompany accounts payable, notes payable, loans, advances, and other amounts owed by EverGreen Market Co. LLC to Cascade Retail Holdings Inc. or any of its Affiliates (other than EverGreen), and all intercompany accounts receivable, notes receivable, and other amounts owed by Cascade or any of its Affiliates (other than EverGreen) to EverGreen.
(iii) Long-Term Debt. All indebtedness for borrowed money of Cascade Retail Holdings Inc. or EverGreen Market Co. LLC, including any revolving credit facilities, term loans, notes, bonds, debentures, or other debt instruments, and any guarantees thereof.
(iv) Pension and Post-Employment Benefit Obligations. All liabilities and obligations arising under or in connection with any pension plan, defined benefit plan, retiree medical plan, or other post-employment benefit ("OPEB") plan or arrangement maintained or contributed to by Cascade or any of its ERISA Affiliates, whether or not relating to Business Employees.
(v) Pre-Closing Tax Liabilities. All liabilities for Taxes of Sellers or the Business attributable to any pre-Closing Tax period or the portion of any Straddle Period ending on the Closing Date, except to the extent otherwise allocated to Buyer pursuant to Section 5.9 of the Agreement.
(vi) Liabilities Arising from Excluded Assets. All liabilities arising from or relating to the Excluded Assets, including but not limited to (a) cash and cash equivalents held by Sellers, (b) intercompany receivables owed to EverGreen by Cascade or its Affiliates, (c) Tax refunds attributable to pre-Closing periods, (d) corporate-level insurance policies maintained by Cascade, (e) Cascade shared-service IT systems (to the extent subject to the Transition Services Agreement), and (f) the "Cascade" trade name and trademarks and all branding associated with "Cascade Home & Goods" and "CascadeDirect.com."
(vii) Severance and Change-in-Control Payments. Any severance, retention, change-in-control, or similar payments or benefits that may become payable to any employee of the Business as a result of the consummation of the transactions contemplated by the Agreement, to the extent such payments or benefits are triggered by the Closing and are the obligation of Sellers under the terms of the applicable plan, agreement, or arrangement.
(viii) Environmental Liabilities. Any environmental liabilities or remediation obligations arising from conditions existing at or prior to the Closing Date, to the extent not arising from the acts or omissions of Buyer