Absence of Certain Liabilities Sample Clauses

Absence of Certain Liabilities. No liability (whether or not such liability is being litigated) has been asserted against the Borrower, any of its Subsidiaries or any ERISA Affiliate in connection with any Employee Pension Plan or any Multiemployer Plan by the PBGC other than for required premium payments to the PBGC, by a trustee appointed pursuant to Section 4042(b) or (c) of ERISA, or by a sponsor or an agent of a sponsor of a Multiemployer Plan, and no lien has been attached and no Person has threatened to attach a lien on any of the Borrower’s, any of its Subsidiaries’ or any ERISA Affiliate’s property as a result of failure to comply with ERISA or as a result of the termination of any Plan.

Absence of Certain Liabilities. Except as set forth in the Interim Financial Statements, Company has, and as of the Closing will have, no contingent liabilities or obligations that are included in the Continuing Liabilities.

Absence of Certain Liabilities. Except as set forth on Section 4.16(c) of the Purchaser Disclosure Schedule, neither the Purchaser nor any Purchaser Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA, and no fact or event exists that could give rise to any such liability.

Absence of Certain Liabilities. Except as set forth on Section 3.17(c) of the Seller Disclosure Schedule, neither the Company, any Subsidiary nor any Group Company has incurred any liability under, arising out of or by operation of Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and no fact or event exists that could give rise to any such liability.

Absence of Certain Liabilities. To the knowledge of the Company, there has not been any nonexempt prohibited transaction (within the meaning of Section 406 and 408 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan. Neither the Company nor any Company Subsidiary has incurred any liability that has not been satisfied under, arising out of or by operation of Title IV of ERISA, including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA, (ii) the withdrawal from any Multiemployer Plan within the five-year period immediately preceding the date of this Agreement or (iii) the withdrawal from any Multiple Employer Plan, and no fact or event exists which could give rise to any such liability.

Absence of Certain Liabilities. Neither the Seller nor the Company has any Liability with respect to: (a) Any Tax incurred or accrued as of the Effective Date or up to the Closing Date other than in the Ordinary Course of Business; or (b) Any dispute with another Person involving more than One Hundred Thousand U.S. Dollars (US $100,000.00).

Absence of Certain Liabilities. The Company and the LLC have no liability or obligation of any nature, whether absolute, accrued, contingent or otherwise, arising out of acts or omissions heretofore occurring, or circumstances currently or heretofore existing, except: (i) as expressly set forth in this Agreement (including without limitation disclosures in the Schedules hereto); (ii) as accrued in the balance sheet included in the Financial Statements; (iii) for liabilities and obligations incurred since the Last Fiscal Year-End in the ordinary course of business consistent in nature and amount with past practice; and (iv) liabilities and obligations of a kind not required to be accrued in a balance sheet at the date hereof prepared in accordance with GAAP which individually (or in the aggregate for related matters), based on the facts known to the Company or the LLC are not reasonably likely to subject the Company or the LLC to Damages in excess of $100,000.

Absence of Certain Liabilities. Seller has no contingent liabilities or obligations which may result in any liability or obligation to Buyer.

Absence of Certain Liabilities. To the Indemnitors' knowledge, as of the Balance Sheet Date, the Corporation and the Subsidiaries had no liabilities or obligations of any nature (whether absolute, accrued, contingent, due or to become due) except as and to the extent reflected and fully reserved against in the Balance Sheet other than those liabilities and obligations set forth on Part 4 of the Schedule and, except as disclosed in Part 4 of the Schedule, since the Balance Sheet Date, the Corporation and Subsidiaries have incurred no liabilities or obligations of any nature other than in the ordinary course of business and consistent with past practice.

Absence of Certain Liabilities. No liability (whether or not such liability is being litigated) has been asserted against SPC, the Company, any of the Company's Subsidiaries or any ERISA Affiliate in connection with any Employee Pension Plan or any Multiemployer Plan by the PBGC other than for required premium payments to the PBGC, by a trustee appointed pursuant to Section 4042(b) or (c) of ERISA, or by a sponsor or an agent of a sponsor of a Multiemployer Plan, and no lien has been attached and no Person has threatened to attach a lien on any of SPC's, the Company's, any of the Company's Subsidiaries' or any ERISA Affiliate's property as a result of failure to comply with ERISA or as a result of the termination of any Plan.