Absence of Liabilities. Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, that individually or in the aggregate are not material to the financial condition or operating results of the Company, and (ii) obligations not required under generally accepted accounting principles to be reflected in the Financial Statements.
Absence of Liabilities. Except as set forth in the SEC Reports, since the Balance Sheet Date (hereinafter defined): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary is a guarantor or indemnitor of any liability of any other Person. For purposes of this Section 6.9, December 31, 2017 is referred to as the “Balance Sheet Date”.
Absence of Liabilities. The Company does not have any material liabilities or obligations, whether accrued, absolute, contingent or otherwise, of the type required to be disclosed on a balance sheet other than (i) such matters as are specifically and expressly set forth on the Balance Sheet or (ii) those which have been incurred by the Company in the ordinary course of business during the period from the date of the Balance Sheet to the date hereof.
Absence of Liabilities. Except to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge), each Specified Business has no Liabilities and there is no existing condition, situation or set of circumstances that, individually or in the aggregate, would reasonably be expected to result in a Liability of any Specified Business, other than (a) Liabilities specifically reflected, reserved against or otherwise disclosed in the Derivative 2004 Financial Statements or, only with respect to Liabilities included in the Unallocated Shared Assets and Liabilities that become Assumed Liabilities pursuant to Section 2.3, the Derivative Unallocated 2004 Financial Statements, (b) Excluded Liabilities and (c) Liabilities that were incurred in the Ordinary Course of Business since the date of the Derivative 2004 Financial Statements and that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absence of Liabilities. As of August 31, 2018, the date of the Company’s most recent balance sheet, the Company has no debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that are not otherwise set forth on Schedule 4.11, which shall be updated as of the Closing Date.
Absence of Liabilities. Seller does not have any Liabilities that would in any manner impair any of the Partnership Interests or result in any Lien on any of the Partnership Interests. Shareholder has no knowledge of any basis for the assertion against Seller of any Liability and to the knowledge of the Shareholder, there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may give rise to Liabilities that would result in any Lien on any of the Partnership Interests or have a material adverse effect on any of the Partnership Interests.
Absence of Liabilities. Except as set forth in Section 3.10 of the Disclosure Schedule, the Company did not have, at the Balance Sheet Date, any liabilities of any type which in the aggregate exceeded $50,000, whether absolute or contingent, which were not fully reflected on the Balance Sheet, and, since the Balance Sheet Date, the Company has not incurred or otherwise become subject to any such liabilities or obligations except in the ordinary course of business.
Absence of Liabilities. Except as disclosed in Exhibit D, at the Balance Sheet Date, the Company did not have any liabilities of any type that in the aggregate exceeded $40,000, whether absolute or contingent, which were not fully reflected on the Balance Sheet, and since the Balance Sheet Date the Company. has not incurred or otherwise become subject to any such liabilities or obligations except in the ordinary course of business.
Absence of Liabilities. Except as set forth in the Financial Statements, neither the Company nor any of its Subsidiaries has any Liability in excess of $300,000.
Absence of Liabilities. (a) The Contributed Entities have no Liabilities required by GAAP to be reflected in a combined balance sheet and no off-balance sheet arrangements, including Capital Lease Obligations but excluding all operating leases that are not Capital Lease Obligations, in each case, other than (i) as of the date of this Agreement and as of Closing, Liabilities that were incurred since December 31, 2014 in the ordinary course of business, (ii) as of the date of this Agreement and as of Closing, Liabilities incurred in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby, (iii) as of the date of this Agreement, Liabilities that have been or will be discharged or paid in full prior to Closing, (iv) as of the date of this Agreement and as of Closing, Liabilities that would not, individually or in the aggregate, be material to the Contributed Entities taken as a whole, (v) as of Closing, Liabilities (including Third Party Indebtedness) incurred after the date hereof and prior to Closing in accordance with Section 6.3 and (vi) as of the date of this Agreement and as of Closing, Liabilities as reflected, reserved against or otherwise disclosed in the Financial Statements.
(b) Section 4.8 of the Enbridge Entities Disclosure Letter describes all outstanding Third Party Indebtedness of the Contributed Entities as of the date of this Agreement.
(c) Section 4.8 of the Enbridge Entities Disclosure Letter sets forth the outstanding letters of credit posted by the Enbridge Entities or any of their Affiliates with respect to any Contributed Entity as of the date of this Agreement, which will represent all such outstanding letters of credit at Closing except for any such letters of credit permitted to be arranged after the date hereof and prior to Closing in accordance with Section 6.3.
