Employee and Agent Liabilities. Any Liability with respect to the Business, Company arising from tort, statute, code, ordinance or contract, or otherwise relating to employees or agents of Company, or persons asserting claims on their behalf, or in respect of their condition, injury, or death, in any case arising from or related to a condition in existence or any act or omission occurring on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance in effect either at the time of the accident, act, omission, or relevant conduct or at the time at which the claim with respect thereto is made, including any Liability relating to (A) any claim relating to an employee, employment compensation (including, but not limited to claims for salary, bonuses, minimum wages, overtime compensation or other compensation), benefits, and similar matters arising on or prior to the Closing (or arising after the Closing, from events that occur prior to the Closing); (B) the termination of employment of any employee of Company on or prior to the Closing Date (including vacation and severance obligations), including any Affected Employee; (C) any claim for any injury suffered, illness contracted, condition developed, or exposure received, by any employee or agent of Company prior to the Closing (including any Liability incurred after the Closing Date for the pre-Closing portion of any such pre-existing injury, illness, condition, or exposure); (D) any claim based on alleged discrimination, harassment, the failure to provide accommodation, whistle blowing or violation of any Law arising prior to the Closing (or arising after the Closing, from events that occur prior to the Closing); or (E) any and all claims (arising prior to Closing or arising after the Closing from events that occur prior to the Closing) brought under The Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, 42 USC §§ 1981-86, as amended, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil Rights Act of 1992 f/k/a Human Rights Act of 1977, the Florida Whistle-Blower Law (Fla. Stat. § 448.101 et seq), the Florida Equal Pay Act, The Fair Labor Standards Act and any claims under the Florida Constitution. EXECUTION COPY
Employee and Agent Liabilities. Any liability with respect to the Business arising from tort, contract, or otherwise to employees or agents of the Company, or persons asserting claims on their behalf, or in respect of their condition, injury, or death, in any case arising from or related to a condition in existence or any act or omission occurring prior to the Closing Date, whether or not covered by workers' compensation or other forms of insurance in effect either at the time of the accident, act, omission, or relevant conduct or at the time at which the claim with respect thereto is made, including any liability relating to (i) any claim relating to an employee, employment compensation, benefits, and similar matters; (ii) the termination of employment of any employee of the Company prior to the Closing Date; (iii) any claim for any injury suffered, illness contracted, condition developed, or exposure received, by any employee or agent of the Company (including liability incurred after the Closing Date for the pre-Closing portion of any such pre-existing injury, illness, condition, or exposure); or (iv) any claim based on alleged discrimination, harassment, or violation of any Law.
Employee and Agent Liabilities. Any Liability with respect ------------------------------ to the Business arising from tort, contract or otherwise to employees or agents of Seller, or persons asserting claims on their behalf, or in respect of their condition, injury or death, in any case arising from or related to a condition in existence or any act or omission occurring at or prior to the Closing, whether or not covered by workers' compensation or other forms of insurance in effect either at the time of the accident, act, omission or relevant conduct or at the time at which the claim with respect thereto is made, including any Liability relating to (a) any claim relating to an employee, employment compensation (except for wages earned but not yet paid at Closing and accrued vacation, both of which shall be Assumed Liabilities), benefits and similar matters (b) the termination of employment of any employee of Seller at or prior to the Closing, whether or not related to the transactions contemplated by this Agreement or to Buyer's employment of or failure to employ any of the Seller's employees, (c) any claim for any injury suffered, illness contracted, condition developed, or exposure received, by any employee or agent of Seller (including Liability incurred after the Closing for continuation of any such pre-existing injury, illness, condition or exposure) or (d) any claim based on alleged discrimination, harassment, or violation of any Law.
