Known Liabilities. “Known Liabilities” shall mean all Damages incurred related to any of the items listed in this Section 11.01(c) and shall be considered Damages without regard to whether or not such Damages are disclosed on the Disclosure Schedule and without regard to whether or not amounts have been accrued for such Damages in the financials:
Known Liabilities. “Known Liabilities” shall mean all Damages incurred related to any compensation expenses (including payments made to employees in connection with covenants not to compete) made to the Transferred Employees as contemplated under this Agreement to the extent greater than the lesser of: (i) the compensation paid to such Transferred Employees while employed with the Seller Party in the twelve (12) months preceding the Closing; or (ii) the compensation payable to similarly situated employees of CMED and its Affiliates, up to the period of 5 years from the Closing Date. The foregoing shall be considered Damages without regard to whether or not such Damages are disclosed on the Disclosure Schedule.
Known Liabilities. Known liabilities are those liabilities that were incurred by the Hospital in the ordinary course of business that have not been paid as of the commencement date. Known Liabilities in excess of Ten Thousand 00/100ths Dollars ($10,000.00) are described on Exhibit 3.9, attached hereto and incorporated herein.
Known Liabilities. The Assumption Agreement executed by Buyer on the Closing Date shall also provide for the assumption by Buyer, following the exhaustion of the Seller Indemnity Cap, of the liabilities identified in Section 2.4(j).
Known Liabilities. Notwithstanding any other provision of this Agreement, and except for any Losses arising out of a Retained Liability, as to which the limitations of this Section 8.3(h) shall not apply, the parties agree that (i) the Buyer Indemnified Parties shall not be entitled to recover for (and the term "Losses" shall not be construed to include) any Liability or other matter reasonably identified or disclosed to Buyer or its representatives by Sellers or their representatives prior to the Closing Date and (ii) the knowing waiver of any condition based on the accuracy of any representation or warranty as of the time such representation was made, or on the performance of or compliance with any covenant or obligation, will be deemed, for all purposes hereunder, as a waiver by such party of the right to indemnification, payment for Losses, and any and all other remedies based on such representations, warranties, covenants and obligations.
Known Liabilities. Notwithstanding anything contained elsewhere in this Agreement, the parties agree that the Seller Indemnified Parties shall not be entitled to recover for (and the term "Losses" shall not be construed to include) any matter reasonably identified or disclosed to Sellers or their representatives by Buyer or its representatives prior to the Closing Date, except for any Losses arising out of an Assumed Liability or the breach of a Fundamental Representation, as to which the limitations of this Section 8.5(c) shall not apply.
Known Liabilities. Except as disclosed in Presbia PLC’s filings with SEC or as otherwise disclosed in writing to Buyer, neither Company has any material liabilities, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due ("Liabilities").
Known Liabilities. To the Knowledge of Lear, (a) there are no Assumed Liabilities or Liabilities of the Lear Companies existing as of the date hereof that were required to be disclosed in a Schedule to this Agreement and were not so disclosed, and (b) there will not be any Assumed Liabilities or Liabilities of the Lear Companies existing as of the Closing Date that will be required to be disclosed in a Schedule to this Agreement and will not be so disclosed.
Known Liabilities. “Known Liabilities” means all Liabilities related to or arising out of the items disclosed (a) in Section 4.6 (Litigation), Section 4.7 (Compliance with Laws; Governmental Orders), Section 4.8(b) and Section 4.8(d) (Intellectual Property), Section 4.11(c) (Labor Matters), Section 4.14(a) (Environmental Matters) and Section 4.16(c) (Customers and Suppliers) of the Sellers Disclosure Schedule or (b) the certificate delivered pursuant to Section 6.18. Labor Agreement. “Labor Agreement” shall have the meaning set forth in Section 4.11(a). Law. “Law” means any international, national, federal, state, provincial or local law, statute, ordinance, regulation, rule, code, protocols, policies, binding guidelines, requirement or rule of law (including common law or similar requirement or rule) enacted, adopted, applied, promulgated or issued by any Governmental Authority or any Governmental Order, each as amended and now and hereafter in effect.
Known Liabilities. Notwithstanding anything contained elsewhere in this Agreement, the parties agree that the Buyer Indemnified Parties shall not be entitled to recover pursuant to Section 8.2(a) for (and the term “Losses”, for purposes of Section 8.2(a), shall not be construed to include):
(i) with respect to the Key Warranties (other than Section 3.1(j)), any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives prior to the date hereof in the Seller Disclosure Schedule;
(ii) with respect to Section 3.1(j), any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives in the Seller Disclosure Schedule or a Supplemental Disclosure Item provided in accordance with Section 4.3(b);
(iii) with respect to all representations and warranties of Seller other than the Key Warranties, any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives prior to the Closing Date in the Disclosed Matters, the Seller Disclosure Schedule or a Supplemental Disclosure Schedule. The waiver of any condition based on the accuracy of any representation or warranty as of the time such representation was made, or on the performance of or compliance with any covenant or obligation, will be deemed, for all purposes hereunder, as a waiver by such party of the right to indemnification for Losses related to such inaccuracy, failure to perform or noncompliance.
