Common use of By Sellers Clause in Contracts

By Sellers. Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

By Sellers. Subject to the limitations set forth in this Article 10, from and after After the Closing Date, Sellers (including Parent), shall jointly and severally, shall indemnify, save severally indemnify and hold harmless Buyer, its Affiliates Buyer and Subsidiaries, each Affiliate and its and their respective Representatives, agent of Buyer ("Buyer Indemnified Parties") from and against any Damages that any such indemnified party may sustain, suffer or incur and all coststhat result from, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising arise out of, resulting from or incident relate to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellerswarranty, covenant or agreement of either Seller contained in any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issueTransaction Document; (ii) any breach Environmental Liabilities arising out of any covenant or agreement made by Sellers, resulting from events occurring or conditions existing on or prior to the Closing Date or any Tax Liability of themWPE, in including any such Liabilities of WPE related to consummation of the Transactions or pursuant to any Liability of WPE for Taxes of another Person (but not including Transfer Taxes that are Buyer's responsibility under Section 7.4 of this Agreement); and (iii) any Excluded Liability or (iv) any Liabilities (y) for obligation, debt or arising liability of the Sellers that does not arise out of or related relate to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or Business, whether arising out of or related to any action taken or omission occurring prior to the Closing whichbefore, with notice, passage of time or both (whether before on or after the ClosingClosing Date. As used in this Article IX, the term "Damages" shall include (A) would result in a violation by any Seller all losses, damages (excluding consequential damages), judgments, awards, penalties and settlements; (B) all demands, claims, suits, actions, causes of action, proceedings and assessments, whether or any Entitynot ultimately determined to be valid; and (C) all costs and expenses (including, or any predecessor-in-without limitation, interest to any Seller or Entity of an (including prejudgment interest in any Entitylitigated or arbitrated matter), penalties, court costs and reasonable fees and expenses of attorneys and expert witnesses) of investigating, defending or enforcing any Health Care Lawof the foregoing or of enforcing this Agreement.

By Sellers. Subject All Sellers, severally, including (i) NCCF (but ---------- only with respect to a breach of its own representations and warranties in Article IV, notwithstanding anything to the limitations set forth in contrary contained herein) and (ii) the Excluded Stockholders, excluding NCCF for this Article 10, from and after purpose (but only as to the Closing Date, Sellers (including ParentUncapped Items), jointly and severally, shall indemnify, defend, save and hold harmless Buyer, its Affiliates (including the Company from and Subsidiariesafter the Closing), and its and their respective Representatives, from and against any and all uninsured claims, damages, costs, losseslosses (including without limitation diminution in value), Taxes, Liabilitiesliabilities, judgments, penalties, fines, obligations, damages, lawsuits, deficiencies, claims, demands, demands and expenses (whether or not arising out of third-party claims), including, including without limitation, limitation interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, including without limitation, limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty warranty, or the inaccuracy of any representationrepresentation or warranty, made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement; (iii) any Excluded Liability liability arising under any Environmental Law on account of the conduct of the Company or any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; (iv) any Liabilities liability for Taxes in respect of taxable periods ending on or before October 31, 1997; or (yv) for or any other liability arising out of or related to the violation by any Seller or Entity of any Health Care Laws events prior to the Closing Date which has not been adequately reflected for, accounted for or reserved against on the Effective Control Balance Sheet. The Excluded Stockholders, other than NCCF, shall indemnify without limit as to time or amount and otherwise to the same extent as Sellers with respect to the "Uncapped Items" set forth below. NCCF shall indemnify without limit as to time or amount and otherwise to the same extent as Sellers but only with respect to a breach of its representations and warranties in Article IV. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (zexcepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. Damages (except under Sections 4.4, 4.16, 4.18, 4.21 and 4.22 or caused by the fraud of Sellers) (collectively the "Uncapped Items") are limited by the terms of Article XII of this Agreement. Except with respect to the Uncapped Items for which there is no time limit and no monetary limit, the time and maximum aggregate dollar amount of any indemnity or other obligation of Sellers under both this Agreement and all Related Purchase Agreements is limited to (and Sellers shall not be responsible for damages in excess of) (i) for or arising out of or related to any action taken or omission occurring prior to claims made during the Closing which, with notice, passage of time or both (whether before or first full year after the Closing, $10,000,000, (ii) would result for any claims made during the second full year after the Closing, $8,000,000 and (iii) for any claims made during the third full year after the Closing, $5,000,000, except that indemnification obligations related to Environmental Conditions which become obligations of Buyer during the term of the lease of the applicable property (or within 15 years of the Closing, if sooner) and are demonstrated by Buyer on the basis of a preponderance of the evidence not to have been caused by Buyer shall not be subject to such time or monetary limitations, but shall be subject to an additional monetary limitation of $5,000,000 in a violation excess of the amount initially placed in escrow pursuant to the Escrow Agreement. This indemnification obligation of up to $5,000,000 will continue to apply even after the three-year period of the escrow has ended, but will terminate upon any actual assignment by any Seller or any Entity, or any predecessorBuyer of the applicable lease to an unrelated third-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Lawparty.

By Sellers. Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, defend, save and hold ---------- harmless Buyer, its Affiliates (including the Company from and Subsidiariesafter the Closing), and its and their respective Representatives, from and against any and all uninsured claims, damages, costs, losseslosses (including without limitation diminution in value), Taxes, Liabilitiesliabilities, judgments, penalties, fines, obligations, damages, lawsuits, deficiencies, claims, demands, demands and expenses (whether or not arising out of third-party claims), including, including without limitation, limitation interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, including without limitation, limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty warranty, or the inaccuracy of any representationrepresentation or warranty, made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement; (iii) any Excluded Liability liability arising under any Environmental Law on account of the conduct of the Company or any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (iv) any Liabilities liability for Taxes in respect of taxable periods ending on or before the Balance Sheet Date in excess of the amounts paid prior to Closing or accrued on the Balance Sheet. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (yexcepting the cost of the Environmental Assessments) for or arising out of any clean-up, remedial, removal or related to the violation restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.7 hereof. Damages (except under Sections 4.4 and 4.18 or caused by the fraud of Seller or Entity as defined in Article XII) are limited by the terms of any Health Care Laws prior to Article XII of this Agreement. The time and scope of this indemnity and all other claims, rights, causes of action and remedies of Buyer, its affiliates and the Closing or Company as against Sellers is limited under all circumstances to: (zI) for or arising out of or related to any action taken or omission occurring prior to during the Closing which, with notice, passage of time or both (whether before or first full year after the ClosingBalance Sheet Date to five million dollars ($5,000,000), (ii) would result in a violation by any Seller or any Entityduring the second full year after the Balance Sheet Date to three million dollars ($3,000,000), or any predecessor-in-interest and (iii) during the third full year after the Balance Sheet Date to any Seller or Entity two million dollars ($2,000,000). For purposes of this section 10.3, the date of an interest in any Entity, of any Health Care Lawindemnifiable claim shall be determined based upon the date a Claim Notice is delivered.

By Sellers. Subject to the limitations set forth in this Article 10sections 4.3.3, from 4.3.4 and after the Closing Date4.3.5, Sellers (including Parent)Sellers, jointly and severally, shall indemnify, save agree to indemnify and hold harmless Buyer, its Affiliates and Subsidiaries, defend Buyer and its directors, officers, Affiliates, employees and their respective Representativesagents (collectively, “Buyer Indemnitees”) and to hold them harmless from and against any and all costsLosses suffered or incurred by any of them, losseswhen and as suffered or incurred, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out any of third-party claims)such Losses are suffered or incurred in connection with the ownership, includingoperation, without limitationuse, interestsale or possession of any of the Assets, fines penalties, costs of mitigation, losses directly or indirectly (a) in connection with any Environmental Law written or oral contracts, agreements, understandings or commitments of either Company that are not included in the Assets or are not legally and validly assigned hereunder, or (including, without limitation, any clean-up b) in connection with or remedial action), other losses resulting arising from any shutdown breach of any covenant, agreement, representation or curtailment warranty by any Seller herein or hereunder, including the Xxxx of operationsSale and including the obligations of Sellers under section 1.3, damages to or (c) in connection with the environment, attorneys' fees and all amounts paid in investigation, defense use or settlement ownership of any of the foregoingAssets or the conduct or operation of the businesses of the Companies before the Closing, including other than the Assumed Liabilities. The provisions of the preceding sentence shall be limited by and subject to section 5.1.13(f), except that, notwithstanding anything to the contrary in section 5.1.13(f) (but subject to sections 4.3.3, 4.3.4 and 4.3.5), the provisions of clause (c) of the preceding sentence shall apply to any Losses suffered or incurred by any Buyer Indemnitee as a result of a claim that the Buyer Indemnitee is liable for infringement by any Seller of any Person’s patent, copyright, right of authorship, trademark, service xxxx, proprietary right, trade secret, industrial design, intellectual property right or other rights, or as a result of any Seller’s or Seller Affiliate’s unfair competition or unfair or deceptive trade practices, occurring in connection with the use or ownership of any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty Assets or the inaccuracy conduct or operation of any representation, made by Sellers, or any the businesses of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether Companies before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

By Sellers. Subject to For purposes of this Section 10.3.1 only, the limitations set forth in this Article 10, from and after term ---------- "Sellers" shall not include the Closing Date, Trustees. Sellers (including Parent), jointly and severally, shall indemnify, defend, save and hold harmless Buyer, its Affiliates and Subsidiariessubsidiaries (including the Company from and after the Closing Date), and its and their respective Representatives, from and against any and all claims, damages, costs, losseslosses (including without limitation diminution in value), Taxes, Liabilitiesliabilities, judgments, penalties, fines, obligations, damages, lawsuits, deficiencies, claims, demands, demands and expenses (whether or not arising out of third-party claims), including, including without limitation, limitation interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, including without limitation, limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty warranty, or the inaccuracy of any representationrepresentation or warranty, made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement; (iii) any Excluded Liability or liability imposed upon Buyer by reason of improper transfer of the Shares; (iv) any Liabilities liability arising under any Environmental Law on account of the conduct of the Company or any Seller or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (yv) any Post-Closing Environmental Liability or (vi) any liability for Taxes in respect of taxable periods ending on or before the Closing Date not recorded on the Closing Balance Sheet. Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.6 hereof. For purposes of this Section 10.3.1, "Post-Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising out of or related to events occurring on or after the violation by any Seller or Entity of any Health Care Laws Closing Date and prior to the Closing completion of all required remediation in accordance with Section 6.6 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, including without limitation those Environmental Conditions described therein but not identified as being in violation of any Environmental Law and those related to the absence of any Permits, but excluding any liability to the extent such liability results in whole or (z) for in part from the acts or misconduct of Buyer or its Representatives. Notwithstanding anything contained in this Agreement to the contrary, including in Section 10.3.1 hereof, Seller's shall not be required to indemnify, defend, save and hold harmless Buyer, its affiliates and subsidiaries from and against all costs arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.liability under subsections

By Sellers. Subject to Regardless of Sellers' or Seller Stockholders' ---------- knowledge of the limitations set forth in this Article 10existence of an Indemnifiable Event, from and after the Closing Dateas defined below, Sellers (including Parent), jointly and severally, Seller Stockholder shall indemnify, defend, save and hold harmless Buyer, its Affiliates and Subsidiariessubsidiaries, and its and their respective Representatives, from and against any and all claims, damages, costs, losseslosses (including without limitation diminution in value), Taxes, Liabilitiesliabilities, judgments, penalties, fines, obligations, damages, lawsuits, deficiencies, claims, demands, demands and expenses (whether or not arising out of third-party claims), including, including without limitation, limitation interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, including without limitation, limitation any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees, experts' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty warranty, or the inaccuracy of any representationrepresentation or warranty, made by Sellers, Sellers or any of them, Seller Stockholder in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, Sellers or any of them, Seller Stockholder in or pursuant to this Agreement; (iii) any Excluded Liability or Liability; (iv) any Liabilities liability imposed upon Buyer by reason of Buyer's status as transferee of the Business or the Assets; (yv) for any liability arising under any Environmental Law on account of the conduct of Sellers or prior owners or users of the Facilities or other persons, or on account of the operation of the Business or the Facilities, or related to any Environmental Condition existing, in each case on or at any time prior to the Closing Date; or (vi) any Post-Closing Environmental Liability (collectively, the "Indemnifiable Events"). Without limiting the generality of the foregoing, the indemnification provided herein, insofar as it relates to any Environmental Law or Environmental Condition, shall specifically cover costs incurred in connection with any investigation of site conditions (excepting the cost of the Environmental Assessments) or any clean-up, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or by the provisions of Section 6.8 hereof. For purposes of this Section 10.3.1, "Post-Closing Environmental Liability" shall mean any liability imposed on Buyer arising out of or related to events occurring on or after the violation by any Seller or Entity of any Health Care Laws Closing Date and prior to the Closing completion of all required remediation in accordance with Section 6.8 hereof, and resulting from any Environmental Condition described in the Environmental Assessments, including without limitation those Environmental Conditions described therein but not identified as being in violation of any Environmental Law and those related to the absence of any Permits, but excluding any liability to the extent such liability results from the negligent acts or (z) for willful misconduct of Buyer or its Representatives. In addition to Sellers' obligations pursuant to Sections 6.8.3 and 6.8.4 of this Agreement, and without limiting the generality of the foregoing, Sellers shall specifically indemnify Buyer, and Sellers shall assume and discharge all Damages arising out of the pre-Closing activities that are associated with: (i) any Release or related to threatened Release of any action Hazardous Substance that occurred or was in existence on the Facilities on or before the Closing Date; (ii) any offsite disposal, migration or Release of any Hazardous Substance that has resulted or will result in the future as a result of activities that occurred on or before the Closing Date; and (iii) any removal, remediation or other activities taken or omission occurring prior with respect to the soil, surface water or groundwater. Without limiting the foregoing, Sellers shall also specifically indemnify Buyer, and Seller shall assume and discharge all Damages arising out of the pre-Closing whichoperation, with noticeownership, passage and use of time the underground storage tanks ("USTs") and aboveground storage tanks ("ASTs") (defined below), including but not limited to: (i) any Release or both threatened Release of any Hazardous Substance that occurred or was in existence on the Facilities on or before the closing date; (whether before ii) any offsite disposal, migration or after the Closing) would Release of any Hazardous Substance that has resulted or will result in the future as a violation by result of activities that occurred on or before the closing date; and (iii) any Seller removal, remediation or any Entityother activities taken with respect to the soil, surface water or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Lawgroundwater.

By Sellers. Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, defend, save and hold ---------- harmless Buyer, its Affiliates and Subsidiariessubsidiaries (including the Company from and after the Effective Date), and its and their respective Representatives, from and against any and all claims, damages, costs, losseslosses (including without limitation diminution in value), Taxes, Liabilitiesliabilities, judgments, penalties, fines, obligations, damages, lawsuits, deficiencies, claims, demands, demands and expenses (whether or not arising out of third-party claims), including, including without limitation, limitation interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), lost profits and other losses resulting from any shutdown or curtailment of operations, damages to the environment, reasonable attorneys' fees, experts' fees and all amounts paid in investigation, defense defense, audit or settlement of any of the foregoing, including any of foregoing to the foregoing incurred or suffered extent not covered by any Entity insurance (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty warranty, or the inaccuracy of any representationrepresentation or warranty, made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, the Company or any of them, Sellers in or pursuant to this Agreement; (iii) any Excluded Liability or Post Closing Environmental Liability; (iv) any Liabilities liability arising from any other cause, including without limitation any liabilities arising (yon a date of occurrence basis or otherwise) on or prior to the Effective Date relating to operation of the business of the Company or ownership or lease of its assets, including without limitation, with respect to environmental and tax matters which has not been adequately reserved for on the Effective Date Balance Sheet; or (v) any Claim or contingent liability disclosed in any schedule of the Company or Sellers to this Agreement. For purposes of this Section 10.2 "Post Closing Environmental Liability" shall mean any liability imposed on Buyer or the Company arising out of or related to events occurring on or after the violation by any Seller or Entity of any Health Care Laws Closing Date and prior to the Closing or (z) for or arising out completion of or related to all Required Remediation in accordance with Section 7.3 hereof, and resulting from any action taken or omission occurring prior Environmental Condition described in the Environmental Assessments, but excluding any liability to the Closing which, with notice, passage extent such liability results from the negligent acts or willful misconduct of time Buyer or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Lawits Representatives.