Retained Liability. Except as otherwise provided in this Agreement, Seller will retain all liabilities relating to any Retained Employee accruing prior to the Closing Date, including any long-term disability benefits of a Retained Employee who became disabled as defined under the terms of Seller’s long term disability policy on or prior to the Closing Date, but not including honoring rights to unused vacation during 2008 (including for carry over days from prior years) and liabilities for short-term disability benefits payable after the Closing Date, all of which vacation and short-term disability liabilities shall be assumed by Purchaser as of the Closing Date. Subject to the foregoing, Seller shall timely pay all Retained Employees’ accrued wages through the Closing Date.
Retained Liability provided, however, that Seller shall have no liability for Losses under clause (i) arising from a breach of a General Representation or the Tax Representation unless and until the aggregate amount of all Losses arising from such breaches asserted by Purchaser equals or exceeds $2,500,000 in which event Seller shall be liable for all such Losses; and provided, further, that, except with respect to Losses arising from a breach of the Title Representation, such indemnification shall be effective only with respect to claims written notice of which is received by Seller with respect to Losses arising under clause (i) above relating to General Representations (or, with respect to the Tax Representation, the date upon which the applicable statute of limitations expires) or clause (ii) above relating to Pre-Closing Covenants, no later than the date that is twelve (12) months from the Closing. Except as set forth in paragraph (b) below in, no event shall the Liability of Seller for Losses under clause (i) of this Section 10.01(a) arising out of breaches of the General Representations exceed, in the aggregate, fifty percent (50%) of the Purchase Price, (or, with respect to breaches of the Title Representation and the covenants contained in Sections 1.01(a)(i) and 1.05 exceed, in the aggregate, the Purchase Price).
Retained Liability. Buyer shall not be responsible for, and Seller expressly retains, all liabilities related to the Excluded Properties, whether such liabilities arise before or after the Effective Date. It is understood that certain of the Excluded Properties may not be embraced by the term Properties. The fact that certain properties, rights and interests have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and shall not be used to interpret the meaning of any word or phrase used in describing the Properties.
Retained Liability. EMSC acknowledges that it continues to be liable for all of the obligations of Purchaser under the Purchase Agreement. * * * This Assignment shall be deemed to be effective concurrently with the consummation of the initial public offering of common stock by Emergency Medical Services Corporation which is being effected on the date hereof.
Retained Liability. (b) Subject to the other Sections of this Article VI, Purchaser shall indemnify the Seller Indemnified Parties in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from or, arising out of (i) any breach of a representation or warranty on the part of Purchaser contained in this Agreement, (ii) any nonfulfillment of or failure to perform any covenant or agreement on the part of Purchaser contained in this Agreement, or (iii)
Retained Liability. (a) Any Liabilities in respect of, or arising from, the conduct of the Business by, or acts or omissions of, the Vendor or its Affiliates or their respective officers, directors, employees, consultants, agents or other representatives (“Representatives”) in each case prior to the Closing and with respect to compliance with the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act, including related to the Vendor’s and its Affiliates’ ongoing internal investigation of such matters, including any legal or other professional fees of Vendor or its Affiliates, as well as any fines or other monetary or other penalties imposed by Governmental Authorities in respect of the foregoing (whether levied on the Vendor or its Affiliates or the Purchasing Parties or its Affiliates or their respective Representatives). This is separate and apart from any other Retained Liability.
Retained Liability. Except for any Liability that would be a Retained Liability, in the past six (6) years, (A) no ERISA Affiliate of any Purchased Company or the Purchased Subsidiary has withdrawn from any Multiemployer Plan in a complete or partial withdrawal that has resulted in any withdrawal liability that has not been satisfied in full, and no such withdrawal is reasonably anticipated, and (B) all required contributions to any Multiemployer Plan owed by any ERISA Affiliate have been made in full. None of the Purchased Companies or the Purchased Subsidiary has any Liability with respect to any Employee Benefit Plan maintained outside the United States, including any Canadian Multiemployer Plan, that would not be a Retained Liability.
Retained Liability. The Seller agrees with the Buyer that it or its Affiliates will duly and properly perform, assume and pay and discharge when due, and indemnify the Buyer (and the Buyer's Affiliates) against all past present and future obligations of the Seller and its Affiliates in respect of the Business which arise from or relate to the period prior to Closing, except for such obligations imposed on Seller in relation to any and all infringement of third party patent rights by production, marketing, sale, advertisement or other use of Products, and/or in relation to any of Buyer's or Buyer's Affiliate's activities with regard to the Business during the period of registration for Products prior to Closing.
Retained Liability. For purposes of determining the Buyer's and Weatxxxxxxx'x xxxht to indemnification for a misrepresentation or breach of warranty made by the Shareholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualification.
Retained Liability. Assignor shall remain liable for all obligations and liabilities of Assignor with respect to the Lease, the Guaranty and the Ancillary Assets arising prior to the date hereof.
