Payment of Retained Liabilities. Seller shall pay, or make adequate provision for the payment, in full all of the Retained Liabilities and other Liabilities of Seller under this Agreement. If any claims for allegedly defective products sold prior to the Effective Time arise which are not Assumed Liabilities ("Retained Warranty Claims"), then Buyer shall promptly notify Seller. Seller shall be entitled to control the response to any such Retained Warranty Claims. Buyer agrees to sell to Seller from time to time as requested by Seller such parts or components as Seller may require in connection with any Retained Warranty Claims at a price equal to Buyer's actual direct costs for labor, materials and freight incurred in supplying such parts or components.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Noble International LTD), Asset Purchase Agreement (Eagle Picher Holdings Inc)