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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.��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.��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).

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.��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.��Notwithstanding any other provision of this Agreement, and except for any Losses arising out of a Retained Liability, as to which the limitations of this Section 8.3(h) shall not apply, the parties agree that (i) the Buyer Indemnified Parties shall not be entitled to recover for (and the term "Losses" shall not be construed to include) any Liability or other matter reasonably identified or disclosed to Buyer or its representatives by Sellers or their representatives prior to the Closing Date and (ii) the knowing waiver of any condition based on the accuracy of any representation or warranty as of the time such representation was made, or on the performance of or compliance with any covenant or obligation, will be deemed, for all purposes hereunder, as a waiver by such party of the right to indemnification, payment for Losses, and any and all other remedies based on such representations, warranties, covenants and obligations.

Known Liabilities.��Notwithstanding anything contained elsewhere in this Agreement, the parties agree that the Buyer Indemnified Parties shall not be entitled to recover pursuant to Section 8.2(a) for (and the term “L�Dz��������, for purposes of Section 8.2(a), shall not be construed to include): (i) with respect to the Key Warranties (other than Section 3.1(j)), any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives prior to the date hereof in the Seller Disclosure Schedule; (ii) with respect to Section 3.1(j), any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives in the Seller Disclosure Schedule or a Supplemental Disclosure Item provided in accordance with Section 4.3(b); (iii) with respect to all representations and warranties of Seller other than the Key Warranties, any Liability or other matter arising from facts or circumstances identified or disclosed to Buyer or its Representatives by Seller or its agents, advisors, consultants or Representatives prior to the Closing Date in the Disclosed Matters, the Seller Disclosure Schedule or a Supplemental Disclosure Schedule. The waiver of any condition based on the accuracy of any representation or warranty as of the time such representation was made, or on the performance of or compliance with any covenant or obligation, will be deemed, for all purposes hereunder, as a waiver by such party of the right to indemnification for Losses related to such inaccuracy, failure to perform or noncompliance.

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.

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.