Common use of Absence of Material Liabilities Clause in Contracts

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.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Henderson J Sherman Iii), Securities Exchange Agreement (Suncrest Global Energy Corp)

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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 Paradigm shall pay and satisfy the Company's ’s obligations under the agreement with the Transfer Agent, and the remaining Company Contracts.

Appears in 1 contract

Samples: Securities Exchange Agreement (Bingham Canyon Corp)

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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 Intellinetics shall pay and satisfy the Company's ’s obligations under the agreement with the Transfer Agent, and the remaining Company Contracts.

Appears in 1 contract

Samples: Securities Exchange Agreement (Globalwise Investments Inc)

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