Absence of Material Liabilities. Neither the Company nor any Subsidiary has any material liabilities or obligations, either accrued, absolute, contingent, or otherwise, except (a) as set forth in its most recent unaudited balance sheet, (b) normal liabilities and obligations incurred in the ordinary course of business since the date of its most recent unaudited balance sheet, and (c) obligations under contracts and agreements entered into in the ordinary course of business.
Absence of Material Liabilities. Immediately prior to the Initial Closing, the Company shall have no liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) any agreement with the Transfer Agent, (ii) the Company Contracts disclosed under Section 3.19 hereto, (iii) liabilities and obligations to be paid at or prior to the Initial Closing, and (iv) accounts payable, accrued expenses and other liabilities of the Company with respect to the period prior to the Initial Closing to be paid in full. Following the Initial Closing, Beacon shall pay and satisfy the Company's obligations under the agreement with the Transfer Agent, and the remaining Company Contracts.
Absence of Material Liabilities. The Company has no liabilities, obligations or indebtedness (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due) except: (i) those liabilities reflected and provided for on the Balance Sheet; (ii) those fully described and listed on the Disclosure Schedule; and (iii) those incurred by the Company in the ordinary course of its business since and which do not in the aggregate exceed $5,000, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company.
Absence of Material Liabilities. Immediately prior to Closing, Buyer shall have no material liabilities or obligations requiring the payment of monies.
Absence of Material Liabilities. Immediately prior to Closing, Buyer shall have no material liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) a certain Financial Advisory Agreement, in the form attached hereto as Exhibit B ("Financial Advisory Agreement"), (ii) any agreements with the Transfer Agent, (iii) the Investigation Costs (as defined in Section 9.4 hereof), (iv) the Buyer Contracts disclosed under Section 4.19 hereto, and (v) certain accounts payable and accrued expenses of Buyer with respect to the period prior to Closing for which Buyer has established a Cash Reserve ("Buyer Obligations"). Upon the Closing, the Stockholders and Company agree to pay and satisfy, or cause the Buyer to pay or satisfy, all of the Buyer Obligations and to otherwise abide by the terms and conditions of the Buyer Obligations following the Closing.
Absence of Material Liabilities. Immediately prior to Closing, Parent and Merger Sub shall have no liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) a certain Financial Advisory Agreement by and between Kxxxxxx Securities, LLC (“Kxxxxxx”) and Parent in the form attached hereto as Exhibit B ("Financial Advisory Agreement"), (ii) any agreement with the Transfer Agent, (iii) Parent Contracts disclosed under Section 3.19 hereto, and (iv) unpaid accounts payable and accrued expenses of Parent shown on the balance sheet of Parent as of the Closing and delivered to the Company not less than three (3) days prior to Closing (“Accounts Payable”). Parent shall establish the Cash Reserve provided for in Section 3.23 in an amount equal to the Accounts Payable. Following the Closing, to the extent not satisfied by Parent prior to or at Closing, the Accounts Payable shall be paid in full from the Cash Reserve. To the extent that any Cash Reserve remains after payment of the Accounts Payable, the remaining balance of the Cash Reserve shall be paid to Vero or its designees as a final management fee. To the extent the Cash Reserve is not sufficient to pay and satisfy the Accounts Payable in full, KI Equity agrees to pay such unpaid Accounts Payable and indemnify and hold Parent harmless from such unpaid Accounts Payable for a period of one year following the Closing. Following the Closing, the Company shall pay and satisfy, or cause Parent to pay and satisfy, all of Parent’s obligations under the agreement with the Transfer Agent.
Absence of Material Liabilities. Immediately prior to Closing, Cyber shall have no liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) a certain Financial Advisory Agreement, in the form attached hereto as Exhibit D ("Financial Advisory Agreement"), (ii) any agreement with the Transfer Agent, (iii) Cyber Contracts disclosed under Section 4.19 and Schedule 4.19 hereto, (iv) liabilities disclosed under Section 4.10 and Schedule 4.10 hereto, (v) the Indemnity Escrow, and (vi) unpaid accounts payable and accrued expenses to vendors and service providers of Cyber (including the Transfer Agent) arising out of or with respect to the period commencing October 1, 2005 through the Closing (including any costs and expenses incurred by Cyber in connection with the Transaction) (“Accounts Payable”), which shall be included on a schedule prepared by Cyber and delivered to the Company not less than three (3) days prior to Closing. Cyber will establish the Cash Reserve provided for in Section 4.23 in an amount equal to the Accounts Payable. Following Closing, to the extent not satisfied by Cyber prior to or at Closing, the Accounts Payable shall be paid in full from the Cash Reserve. To the extent any portion of the Cash Reserve remains after satisfying the Accounts Payable, the remaining Cash Reserve shall be paid to Vero as an additional management fee notwithstanding the termination of the agreement between Vero and Cyber. To the extent the Cash Reserve is not sufficient to pay and satisfy the Accounts Payable (whether or not included on the Accounts Payable schedule) in full, KI Equity agrees to pay such unpaid Accounts Payable (whether or not included on the Accounts Payable schedule) and to indemnify and hold Cyber harmless from such unpaid Accounts Payable (whether or not included on the Accounts Payable schedule) for a period of one year following the Closing. Following the Closing, the Affiliated Companies shall pay and satisfy Cyber’s obligations under the agreement with the Transfer Agent and the Cyber Contracts which arise with respect to the period following Closing.
Absence of Material Liabilities. Immediately prior to Closing, the Company shall have no liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) a certain Financial Advisory Agreement, between the Company and Keating Securities, LLC in xxx xxxm attached hereto as Exhibit A ("Financial Advisory Agreement"), (ii) any agreement with the Transfer Agent, (iii) the Company Contracts disclosed under Section 3.19 hereto, (iv) liabilities and obligations to be paid at or prior to Closing, and (iv) accounts payable, accrued expenses and other liabilities of the Company with respect to the period prior to Closing to be paid from the Cash Reserve. The Company shall establish the Cash Reserve provided for in Section 3.23 in an amount equal to the monetary obligations of the Company prior to Closing due to the Transfer Agent, pursuant to the Company Contracts disclosed under Section 3.19 (other than the Financial Advisory Agreement) and in respect of all accounts payable, accrued expenses and other liabilities of the Company which remain unpaid as of Closing (collectively, the "Pre-Closing Cash Obligations"). Upon Closing, to the extent not satisfied by the Company prior to or at Closing, the Pre-Closing Cash Obligations will be paid in full from the Cash Reserve. Following the Closing, AeroGrow shall pay and satisfy the Company's obligations under the Financial Advisory Agreement, the agreement with the Transfer Agent, and the remaining Company Contracts.
Absence of Material Liabilities. Immediately prior to Closing, Qorus shall have no material liabilities or obligations requiring the payment of monies, other than obligations under or with respect to: (i) a certain Financial Advisory Agreement, in the form attached hereto as Exhibit D ("Financial Advisory Agreement"), (ii) any agreement with the Transfer Agent, (iii) Qorus Contracts disclosed under Section 4.19 hereto, and (iv) accounts payable and accrued expenses of Qorus with respect to the period prior to Closing. Qorus will establish the Cash Reserve provided for in Section 4.23 in an amount equal to the monetary obligations of Qorus in respect of all unpaid accounts payable and accrued expenses of Qorus as of Closing (other than under the Financial Advisory Agreement) (collectively, the "Pre-Closing Cash Obligations"). Following Closing, to the extent not satisfied by Qorus prior to or at Closing, the Pre-Closing Cash Obligations will be paid in full from the Cash Reserve; provided, however, that in the event the Cash Reserve is not sufficient to pay the Pre-Closing Cash Obligations, KRM Fund shall pay such Pre-Closing Cash Obligations which remain unpaid. To the extent any portion of the Cash Reserve remains after satisfying the Pre-Closing Cash Obligations, the remaining Cash Reserve shall be paid to KRM Fund or its designee. Following the Closing, the Affiliated Companies shall pay and satisfy Qorus' obligations under the agreement with the Transfer Agent, the Financial Advisory Agreement and the Qorus Contracts which arise with respect to the period following Closing.
Absence of Material Liabilities. There are no material liabilities, obligations or indebtedness of, the Borrower or the Guarantor which were not adequately disclosed or reflected fully in the Financial Statements. Since the date of the most recent Financial Statements, neither Borrower nor the Guarantor has incurred, assumed or had asserted against any of them any material liabilities, obligations or claims of any nature other than:
