At Closing, the Company shall assume and agree to pay, perform and discharge when due all Assumed TBOL Liabilities (as defined below) but excluding the Excluded TBOL Liabilities (as defined below).
The Parties agree that the change of TBOL's name shall be a post-closing condition of TBOL, and that TBOL shall act in good faith and with reasonable diligence to effectuate the name change, and in any event shall file Amended Articles to accomplish such change within 15 days after the Closing Date.
Schedule 7.23 to this Agreement contains a complete and accurate list of each employee of TBOL (the "TBOL Employees") that are (or have been in the past) involved in the TBOL Business, including each employee on leave of absence or layoff status, stating name, employer, current compensation paid or payable and any change in compensation since December 31, 2005, vacation accrued and service credited for purposes of vesting and eligibility to participate under any of the employee benefit plans.
Company, TBOL and ICI shall act in good faith and with reasonable diligence in obtaining the required ICI Consents and TBOL Consents, after the Closing Date, but cannot provide absolute assurance that they will be obtained.
A waiver of any unsatisfied condition of the Closing shall not constitute a waiver any other condition or any right or remedy to which ATPA and TBOL may be entitled.