Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Purchaser shall not assume any Liabilities of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) herein.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any claim of an unfair labor practice, medical malpractice liability associated with the Business or Seller or any claim under person associated with the Business or Seller; (vi) any state unemployment compensation liability based upon or worker’s compensation Law arising out of any tortious conduct or under any federal or state employment discrimination Law; (j) Any Liability wrongful actions of Seller related to or any Shareholder; or (vii) any liability for the Assets under payment of any Environmental Law which first arose prior to taxes imposed by law on Seller arising from or is related to actions occurring on by reason of the transactions contemplated by this Agreement or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinotherwise.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained in this Agreement, PSC shall not assume be deemed to have assumed, nor shall PSC assume: (i) any Liabilities liability which may be incurred by reason of any uncured material breach of or any monetary default under or in connection with an Assumed Obligation which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21), except for liabilities for accrued vacation days and sick pay listed on Exhibit 1.3(b); (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Medical Practice, the Business or Seller or any Shareholder or other person associated with the Medical Practice, the Business or Seller; (vi) any liability based upon or arising out of any tortious or wrongful actions of Seller or any Shareholder or other person associated with the Medical Practice, the Business, or any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement (collectively, the "Transactions"); or (vii) any other liability of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinObligations.

Liabilities Not Assumed. Purchaser shall OmniLink agrees that, except as expressly assumed pursuant to the ▇▇▇▇ of Sale and General Assignment and Assumption Agreement, TNS will not assume or pay any Liabilities debts, liabilities or obligations of Seller other than OmniLink and, without limiting the Assumed Liabilities, nor shall it assume any generality of the following obligations foregoing, will not assume or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Sellerpay: (a) Any Liability any obligations or liabilities to OmniLink's employees arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time prior to the extent arising out Closing, including without limitation, any obligation or liability under any collective bargaining agreement, or any pension, profit-sharing or other employee benefit plan affecting any employee or former employee or OmniLink; (b) any obligation or liabilities of facts occurring OmniLink to third parties, including, without limitation, (i) outstanding purchase orders not expressly assumed by TNS pursuant to the ▇▇▇▇ of Sale and General Assignment and Assumption Agreement and (ii) any contingent liabilities based upon OmniLink's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; (bc) Any Liability any tax liabilities (and any interest or penalties relating thereto) of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any TaxOmniLink, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or liabilities related to or arising from the tax lien filed by the Michigan Employment Security Agency; (d) any breach tax imposed upon OmniLink by reason of the sale or default transfer of the Assets or on any income or gain derived from the Business; (e) any liabilities or obligations incurred by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to OmniLink after the Closing; (df) Any Liability any claim, regardless of Seller incurred when made or asserted, arising out of or is based upon negligence, strict liability or the breach of any express or implied representation, warranty, agreement or guarantee made by OmniLink, or which is imposed or asserted to be imposed by operation of law, in connection with any product sold or under this Agreement service provided by or on behalf of OmniLink prior to Closing; (g) any obligations or liabilities with respect to any federal, state or local law or regulation, or any right of any employee or third party, arising out of the generation, storage, use, transportation, discharge or disposal of any hazardous waste or hazardous substance; (h) any claim asserted by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ with respect to OmniLink, including, with respect to his employment by OmniLink, his investment in OmniLink and any another aspect of his relationship with OmniLink; or (i) any claim asserted by AmpTech, Inc. with respect to OmniLink, including with respect to any inventory and any other aspect of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders AmpTech's relationship with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinOmniLink.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self- referral laws or similar fraud and abuse laws by Seller; (v) any claim of an unfair labor practice, medical malpractice liability associated with the Business or Seller or any claim under person associated with the Business or Seller; (vi) any state unemployment compensation liability based upon or worker’s compensation Law arising out of any tortious conduct or under any federal or state employment discrimination Law; (j) Any Liability wrongful actions of Seller related to or any Shareholder; or (vii) any liability for the Assets under payment of any Environmental Law which first arose prior to taxes imposed by law on Seller arising from or is related to actions occurring on by reason of the transactions contemplated by this Agreement or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinotherwise.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any claim medical malpractice liability associated with the Business or Seller or any person associated with the business or Seller; nor (vi) any liability based upon or arising out of an unfair labor practiceany tortious or wrongful actions of Seller or any Shareholder, or any claim under liability for the payment of any state unemployment compensation taxes imposed by law on Seller arising from or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability by reason of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with transactions contemplated by this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinAgreement.