LIABILITY OF SELLERS AND PURCHASER. Each of the Sellers and Purchasers shall only be severally liable under this Agreement and the liability of each shall be limited to matters relating to the shares or companies directly or indirectly sold or acquired by it hereunder. If any Purchaser designates any 117 117 third party as transferee of any of the Sold Shares, that Purchaser shall remain fully liable for all of its obligations hereunder with respect to such shares.
LIABILITY OF SELLERS AND PURCHASER. At Closing, Sellers shall terminate all of its employees located at the Facilities. With respect to wages and benefits of Employees, each Seller shall be solely responsible for all wages, salaries, bonuses, employment taxes, withholding taxes, and all accrued vacation days, sick days and personal days accruing prior to the Closing Date in its capacity as Seller. Purchaser shall never be or be deemed the employer of any Employee and shall not be liable to any Employee for any wages, salaries, bonuses, vacation days, sick days or personal days in which said Employee may have acquired an accrued or vested right by virtue of their employment. Sellers shall and hereby agree to indemnify, save, defend, pay, insure and hold Purchaser harmless from and against any Liability for wages, salaries, bonuses, accrued vacation days, sick days and personal days to be paid to Employees. Sellers shall remain liable for and hereby agree to indemnify, save, defend, pay, insure and hold Purchaser harmless from and against any Liability arising out of or relating to medical, pension, welfare benefits, other employee benefits or other fringe benefits (hereinafter collectively referred to as “benefits”) due to Employees under plans in which employees of the Businesses participate whether prior to or after Closing, and all payments due on the plans providing such benefits. Sellers shall also remain responsible for and hereby agree to indemnify, save, defend, pay, insure and hold Purchaser harmless from and against any loss, cost, damage, claims, expense or Liability arising out of or relating to any Sellers’ failure to pay (a) any Employee of the Businesses’ wages, salary, bonuses, employment taxes, accrued vacation pay, sick days and personal days, and withholding taxes, (b) benefits, whenever due, provided under plans in which Employees of the Businesses participate, (c) liability under Section 4980B, Part 6 of Title I of ERISA or Title IV of ERISA and (d) liability under the WARN Act.
