Vendor Liabilities. The Vendor shall be responsible for all Liabilities related to Employees not set out in Section 6.1(2) above, including but not limited to:
Vendor Liabilities. (1) The Purchaser shall not assume any liabilities of the Vendors with respect to the Purchased Assets and shall have no obligation to discharge, perform or fulfil, and the Vendors will indemnify the Purchaser from and against, any and all Vendor Liabilities. “
Vendor Liabilities. Article 4
Vendor Liabilities. Subject to Clause 2.3, as between the Vendors, to the extent that any liability or obligation of one of the Vendors to the Purchaser under this Agreement is attributable to the act, failure to act or breach of a representation or warranty of a particular Vendor, the liability or obligation shall be allocated to such Vendor. In all other cases, as between the Vendors, any right, obligation or liability under this Agreement which pertains to particular assets that form part of the WCBU Assets or Partnership Interest shall be allocated between the Vendors based on each Vendor’s interest in the particular WCBU Assets or Partnership Interest.
Vendor Liabilities. A material condition of this agreement is that the Purchaser shall assume all of the Vendor’s obligations, liabilities and accounts payable of the Clinics and hereafter the Purchaser shall be responsible for all debts, claims and other liabilities or obligations incurred or arising from the operation of the Clinics prior to the Closing Date, including the profit sharing amounts owing to the Chiropractors of the Clinics. The total amount of the Assumed Liabilities shall hereafter be for the account of the Purchaser, subject to the Vendor’s indemnification of any amount greater than the Assumed Liabilities.
