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(e) Nothing in this Section 6.06 is to be construed to limit in any way the right of any party <br /> hereto to remedies of specific perfonnance and equitable and injunctive relief. Under no circumstances <br /> shall the Closing or delivery of any Related Instruments be construed as a waiver of any representations or <br /> warranties, regardless of any knowledge that a party may have. Notwithstanding the limitations on <br /> indemnification under this Section 6.06, nothing in this Section 6.06 shall be deemed to create any <br /> presumption or implication that Buyer has assumed or is responsible for, under this Agreement or any other <br /> agreement contemplated by the Transactions, any Excluded Liability or obligation arising thereunder, and <br /> nothing shall prevent Buyer from asserting to any third party that a Seller is the primary or only obligor <br /> with respect to such Excluded Liability. Notwithstanding anything contained herein to the contrary, for <br /> purposes of determining whether there has been a breach of a representation or warranty and the amount of <br /> Losses that are the subject matter of a claim for indemnification or reimbursement hereunder, each <br /> representation and warranty in this Agreement and the Schedules to this Agreement will be read without <br /> regard and without giving effect to the terms "material" or "Material Adverse Effect" or similar phrases <br /> contained in such representation or warranty which have the effect of making such representation and <br /> warranty less restrictive (that is, as if such word or qualification were deleted from such representation or <br /> warranty). <br /> ARTICLE VII <br /> MISCELLANEOUS <br /> SECTION 7.01. Employment& Benefits. <br /> (a) (i) Buyer shall not adopt,become a sponsoring employer of, or have any obligations under <br /> or with respect to any employee benefit plan(including benefit arrangements,multiemployer plans,pension <br /> plans, and welfare plans)of any Seller,and each Seller shall be solely responsible for any and all liabilities <br /> and obligations that have been incurred or may be incurred under or in connection with any such plan; (ii) <br /> Sellers shall be solely responsible for any and all liabilities arising out of or relating to the employment by <br /> any Seller of employees of the Business,whether such liabilities arise before,on,or after the Closing Date; <br /> and (iii) Buyer shall be solely responsible for any and all liabilities arising out of or relating to the <br /> employment of any Transferring Employee (as defined below) after the date such employee is employed <br /> by and actually commences work with Buyer and its affiliates pursuant hereto. <br /> (b) Buyer shall not be required to hire any employee of any Seller(or any other Person), and <br /> nothing herein shall be construed as an obligation of Buyer to employ any manager, officer, or employee <br /> of any Seller(or any other Person)or to otherwise assume any liability for salary,benefits,pension,or other <br /> benefit plans relating thereto. Sellers shall be responsible for all liabilities that arise under the United States <br /> Worker Adjustment and Retraining Notification Act(WARN Act)or any similar Laws in connection with <br /> the Transactions, including notice requirements,and liabilities for wages and the cost of employee benefits <br /> (including severance and the payment, at or immediately prior to the Closing, of accrued but unused <br /> vacation or paid time off). Buyer may, in its sole discretion, make offers of employment to the employees <br /> of each Seller who work in the Business (subject to such employees satisfying Buyer's normal hiring <br /> requirements) (each such employee to whom Buyer makes an offer of employment and such offer is <br /> accepted by such employee a"Transferring Employee"and collectively,the "Transferring Employees"). <br /> Sellers will provide Buyer all information relating to each employee as Buyer may reasonably require in <br /> connection with its employment or engagement of such individuals, including initial employment dates, <br /> termination dates, reemployment dates, hours of service, compensation, and tax withholding history in a <br /> form that is usable by Buyer, and such information will be true, correct, and complete in all material <br /> respects. Sellers will not make any communication to employees of any Seller regarding any employee <br /> benefit plan maintained by Buyer or any of its affiliates or any compensation or benefits to be provided by <br /> Buyer or any of its affiliates after the Closing Date without the advance approval of Buyer. Nothing <br /> 28 <br />