Certain Other Liabilities. As of the Closing, all liabilities and obligations with respect to Transferred Employees relating to (i) accrued wages and vacation, but only to the extent reflected in Net Working Capital and (ii) accrued holiday and sick day benefits, shall be assumed by Buyer or the Company or a Division Subsidiary.
Certain Other Liabilities. As of the Transition Date, all liabilities and obligations whatsoever with respect to Transferred Employees relating to or arising under any accrued wages and holiday, vacation and sick day benefits, shall to the extent accrued and reflected in the Net Working Capital be assumed by, and the sole responsibility of, Buyer or the Company or a Division Entity.
Certain Other Liabilities. Seller agrees to assume, effective as of the Closing Date, any liability of Compression that (i) is related to any silicosis claim that has been filed by any third party, including without limitation, any former or current employee of Compression as of the date of this Agreement, or (ii) without being limited by clause (i), results from any act, condition or occurrence that occurs prior to the Closing Date to the extent that such liability (such liability to include, without limitation, any liability for silicosis-based claims) is covered by one of Seller's occurrence-based insurance policies and Seller agrees to absorb any self insurance or retention amounts in connection with such liability. Seller warrants that all insurance policies listed on Schedule 2.8 attached hereto are occurrence-based insurance policies as of the date hereof. All information listed on Schedule 2.8 is complete and accurate in all material respects.
Certain Other Liabilities. Any Proceeding or claim arising out of, caused by or based upon, any action of Buyer or any of its employees, officers, directors, agents, representatives, attorneys, assignees or affiliates taken pursuant to or in connection with Section 7.3 hereof.
Certain Other Liabilities. As of the Closing Date, Seller shall be responsible for and pay any liability or obligation relating to or arising under any employee benefit or compensation plan, agreement, arrangement, or program accrued through, or attributable to any period prior to, the Closing Date, as well as accrued wages and workers' compensation, and sick day benefits accrued through, or attributable to, any period prior to the Closing Date, Buyer and any appropriate Transferred Business Company shall be deemed to assume and be solely responsible for all liabilities and obligations whatsoever with respect to Continuing Business Employees from and after the Closing Date.
Certain Other Liabilities. Those additional liabilities and obligations of the Seller set forth on Schedule 1.04. There shall be no material default of any contract or other arrangement giving rise to such obligations and liabilities as of the Closing Date. The Seller shall duly provide to the satisfaction of the Buyer for the payment of all of its liabilities due and owing as of the Closing, except for the Assumed Liabilities, to the extent that the Buyer reasonably determines that failure to satisfy such liabilities could result in the imposition of liens on any of the Transferred Assets. Except for the Assumed Liabilities in the amount and to the extent provided in this Section, the Buyer shall not assume, nor be responsible for, any liabilities or obligations which relate in any manner to the Seller or the operation of its business or any of its equipment, property or real estate.
Certain Other Liabilities. Those additional liabilities and obligations of the Seller set forth on Schedule 1.04.
Certain Other Liabilities. (i) All Liabilities arising out of or relating to any fact, circumstance or event, the existence or nonexistence of which constitutes a misrepresentation or breach of any representation or warranty of the Seller under this Agreement; and (ii) to the extent not already covered by the foregoing clause (i), and without regard to whether the same are disclosed hereunder, all Liabilities of Seller arising under or pursuant to, or otherwise relating to, any Law requiring the filing or giving of notices with or to any Governmental Entity (including without limitation any state tax authority) or any creditor of the Seller or any other party regarding the transactions contemplated hereby under Article 6 of the Uniform Commercial Code ("Bulk Sales Liabilities").
Certain Other Liabilities. As of the Closing, all liabilities and obligations whatsoever with respect to Transferred Employees relating to or arising under any employment agreement, as well as accrued wages and workers' compensation, holiday, vacation and sick day benefits, shall be assumed by, and become the sole responsibility of, Buyer or the Company or a Division Entity, in each case, to the extent accrued on the Conclusive Statement.
Certain Other Liabilities. Up to an aggregate of $10,000 in other liabilities or obligations of Seller and/or AccuMed UK not otherwise provided for in this Section 2.1, provided that such liabilities and obligations relate solely to the Business.
