Absence of Material Undisclosed Liabilities. Except for (a) accounts payable and accrued expenses reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date, and (b) obligations of future performance under contracts set forth on a Schedule hereto and under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on a Schedule hereto, as of the Closing Date, none of the Company or any of its Subsidiaries will have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
Absence of Material Undisclosed Liabilities. Except for (a) accounts payable, accrued expenses and other liabilities or obligations reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date, and (b) obligations of future performance under contracts set forth on a Schedule hereto and under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on a Schedule hereto, as of the Closing Date, the Company will not have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
Absence of Material Undisclosed Liabilities. The Purchaser does not have any material liabilities (fixed or contingent, except for payroll tax liabilities due or to become due) which are, or indebtedness which is, not fully reflected or provided for in the Balance Sheet, other than trade payables and accruals incurred in the ordinary course of business since the date of the Balance Sheet and executory contracts entered into in the ordinary course of business.
Absence of Material Undisclosed Liabilities. The Borrower does not have any material liabilities (fixed or contingent, except for payroll tax liabilities due or to become due) which are, or indebtedness which is, not fully reflected or provided for in the Balance Sheet, other than trade payables and accruals incurred in the ordinary course of business since the date of the Balance Sheet and executory contracts entered into in the ordinary course of business.
Absence of Material Undisclosed Liabilities. Except for accounts payable and accrued expenses reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date (if any), and obligations of future performance under Material Contracts set forth on a Schedule hereto and under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on a Schedule hereto, as of the Closing Date, Seller will not have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, whether due or to become due for which Buyer will have any liability.
Absence of Material Undisclosed Liabilities. Except for (a) liabilities reflected on the Balance Sheet and liabilities incurred in the ordinary course of business since the Balance Sheet Date, (b) obligations under a Material Contract, and (c) obligations under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on the Disclosure Schedule, none of the Company or any of its Subsidiaries have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due, including any liabilities that would be required to be set forth on a balance sheet prepared in accordance with generally accepted accounting principles.
Absence of Material Undisclosed Liabilities. Except as set forth on Schedule 3.8, as of the date hereof there are no material liabilities, commitments or obligations of the Company or any of its Subsidiaries that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP other than (a) liabilities, commitments and obligations reflected or reserved against in the Company Financial Statements and not heretofore discharged, (b) other liabilities, commitments and obligations arising in the ordinary course of business since the Latest Company Balance Sheet Date, (c) liabilities, commitments or obligations that are not material in the aggregate or (d) liabilities, commitments or obligations that are disclosed in the Company Disclosure Schedules.
Absence of Material Undisclosed Liabilities. Except as set forth on Schedule 4.8, as of the date hereof there are no material liabilities, commitments or obligations of the Parent or any of its Subsidiaries that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP other than (a) liabilities, commitments and obligations reflected or reserved against in the Parent Financial Statements and not heretofore discharged, (b) other liabilities, commitments and obligations arising in the ordinary course of business since the Latest Parent Balance Sheet Date, (c) liabilities, commitments or obligations that are not material in the aggregate or (d) liabilities, commitments or obligations that are disclosed in the Parent Disclosure Schedules.
Absence of Material Undisclosed Liabilities. There are no debts, ------------------------------------------- liabilities, claims against or obligations of Cardima, or any reasonable legal basis therefor, which may adversely affect the ownership of the Intellectual Property or the use thereof by Medtronic, whether accrued, absolute, contingent or otherwise, and whether due or to become due, including but not limited to liabilities on account of taxes, other governmental charges, duties, penalties, interest or fines.
Absence of Material Undisclosed Liabilities. Except for (a) liabilities reflected in the Company Balance Sheet or incurred in the ordinary course of business since the Company Balance Sheet Date, (b) liabilities that are not required to be reflected in the Company Financial Statements under IFRS (SME), (c) obligations of future performance under Contracts set forth on the Company Disclosure Letter and under other Contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on the Company Disclosure Letter hereto, as of the Closing Date, (d) liabilities incurred in connection with the Transactions, and (e) liabilities included on the Schedule of Closing Cash, Liabilities and Indebtedness, the Company does not have any material Liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
