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 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. 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. Purchaser will assume and will discharge or otherwise be liable for all Known Liabilities (as such term is hereinafter defined), and all of the Shares purchased and the Assets shall be subject to all such Known Liabilities. For purposes of this Agreement, the term "Known Liabilities" shall mean the debts, liabilities, or obligations of the Company which were recorded or reflected on either the October 31, 1999 Financial Statements or the Disclosure Schedule. Known Liabilities specifically exclude any Taxes (as hereinafter defined) due and any other tax consequences or liabilities created by virtue of the bonuses by the Company to Sellers as set forth on the Disclosure Schedule, all of which liabilities are and shall remain solely the responsibility of Sellers other than the payment by the Company of the Medicare 1.45% tax. 1.5
Known Liabilities. To the Knowledge of Seller, (a) there are no Liabilities of the Asset Sellers or the Sale 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 Liabilities of the Asset Sellers or the Sale 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. 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. “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. 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. 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).
