Absence of Undisclosed and Contingent Liabilities Sample Clauses

Absence of Undisclosed and Contingent Liabilities. (a) Seller has no material Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business since March 31, 2003, and (iii) Liabilities arising under the Contracts set forth in the Schedules or which are not required to be disclosed on such Schedules and which have arisen in the Ordinary Course of Business. (b) None of the Liabilities described in this Section 6.7 relates to any breach of contract, breach of warranty, tort, infringement or violation of law, or arose out of any action, order, writ, injunction, judgment, or decree outstanding or claim, suit, litigation, proceeding, investigation or dispute attributable to any material Liabilities. (c) The reserves for Liabilities set forth on the balance sheets included in the Financial Statements are reasonable.
AutoNDA by SimpleDocs
Absence of Undisclosed and Contingent Liabilities. (a) Except as set forth in the Shareholders' Schedules, the Company has no Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business since December 31, 2001, and (iii) Liabilities arising under the Material Contracts set forth in the Shareholders' Schedules or which are not required to be disclosed on such Shareholders' Schedules and which have arisen in the Ordinary Course of Business. (b) Except as set forth in the Shareholders' Schedules, none of the Liabilities described in this Section 3.9(a) relates to any breach of contract, breach of warranty, tort, infringement or violation of law, or arose out of any action, order, writ, injunction, judgment, or decree outstanding or claim, suit, litigation, proceeding, investigation or dispute. (c) The reserves for Liabilities set forth on the balance sheets included in the Financial Statements are reasonable.
Absence of Undisclosed and Contingent Liabilities. Except for the transactions contemplated hereby, no Project Company has any material Liabilities of any nature (whether secured or unsecured, accrued, absolute or contingent, unliquidated or otherwise and whether known or unknown or due or to become due) as of the date hereof other than (a) under the Project Contracts, (b) Liabilities disclosed or reserved against in the Balance Sheet and (c) Liabilities arising in the Ordinary Course of Business after the Balance Sheet Date and similar in nature to those disclosed in or reserved against in the Balance Sheet (none of which, either singly or in the aggregate, constitutes a material Liability that arises outside the Ordinary Course of Business).
Absence of Undisclosed and Contingent Liabilities. Except for obligations arising in the ordinary course of business after May 31, 1998, and other obligations of the Company under the Material Contracts and contracts that would be Material Contracts except for the amount involved, the Shareholders know of no basis for the assertion against the Company by any person of a valid claim based on a liability which is not disclosed within the Financial Statements.
Absence of Undisclosed and Contingent Liabilities. Except for obligations arising in the Ordinary Course of Business after August 6, 1999, and other obligations of the Seller under the Material Contracts and contracts that would be Material Contracts except for the amount involved, neither Seller nor any Shareholder knows of any basis for the assertion against the Seller by any person of a valid claim based on a liability in excess of $15,000 which is not disclosed within the Financial Statements.
Absence of Undisclosed and Contingent Liabilities. Except as set forth on Schedule 2.9 hereto, Colonial, SP and the Operating Companies have no liabilities of any nature (whether secured or unsecured, accrued, absolute or contingent, unliquidated or otherwise and whether known or unknown or due or to become due) as of the date hereof other than (i) liabilities disclosed or reserved against in the October Balance Sheet, (ii) liabilities arising in the ordinary course of business after the date of the October Balance Sheet, (none of which either singly or in the aggregate, will have a material adverse effect on the business, assets, financial condition or prospects of Colonial,) and (iii) Excluded Liabilities, as herein defined. Colonial, SP and the Operating Companies know of no basis for the assertion against them by any person of a claim based on a liability which is not disclosed on the October Balance Sheet.
Absence of Undisclosed and Contingent Liabilities. Except as set forth on Schedule 3.11 hereto, THC has no liabilities of any nature (whether secured or unsecured, accrued, absolute or contingent, unliquidated or otherwise and whether known or unknown or due or to become due) as of the date hereof other than (i) liabilities disclosed or reserved against in the Audit, (ii) liabilities arising in the ordinary course of business after the Balance Sheet Date, (none of which either singly or in the aggregate, will have a material adverse effect on the business, assets, financial condition or prospects of THC). THC knows of no basis for the assertion against it by any person of a claim based on a liability which is not disclosed on the November Balance Sheet.
AutoNDA by SimpleDocs
Absence of Undisclosed and Contingent Liabilities. Except as set forth on Schedule 3.9, neither the Company nor any Subsidiary has any Liabilities except (i) Liabilities that are reflected and properly reserved against in the Financial Statements to the extent such Liabilities are required to be reflected thereon in accordance with GAAP, (ii) Liabilities incurred in the Ordinary Course of Business since June 30, 2013, and (iii) Liabilities arising under the Material Contracts set forth on Schedule 3.9 or that are not required to be disclosed on such Shareholders’ Schedules and that have arisen in the Ordinary Course of Business.
Absence of Undisclosed and Contingent Liabilities. Except as set forth in the Shareholder’s Schedules, neither the Company nor any Subsidiary has any Liabilities except (i) Liabilities which are reflected and properly reserved against in the Financial Statements to the extent such Liabilities are required to be reflected thereon in accordance with GAAP, (ii) Liabilities incurred in the Ordinary Course of Business since June 30, 2008, and (iii) Liabilities arising under the Material Contracts set forth in the Shareholder’s Schedules or which are not required to be disclosed on such Shareholder’s Schedules and which have arisen in the Ordinary Course of Business.
Absence of Undisclosed and Contingent Liabilities. Seller has no Liabilities of any nature (whether secured or unsecured, accrued, absolute or contingent, unliquidated or otherwise and whether known or unknown or due or to become due) as of the date hereof relating to the Business or the Assets other than as listed on Schedule 6.4 hereto or as set forth in the Financial Statements (as defined in Section 6.7).
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!