Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities arising in the ordinary course of business since the date of the Contributed Partnerships' financial statements as of and for the period ended December 31, 1996, the Contributed Partnerships have no liabilities of any nature, whether matured or unmatured, fixed or contingent (regardless of whether the disclosure thereof otherwise would be required by generally accepted accounting principles) which could have, individually or in the aggregate, a material adverse effect upon such Contributed Partnership or the Partnership. There are no Significant Agreements (as hereinafter defined) of a Contributed Partnership other than as previously disclosed to the General Partner.
Absence of Undisclosed Liabilities and Contractual Obligations. Except for (i) liabilities disclosed in the Seller Schedule, (ii) liabilities arising in the ordinary course of business which, if material (individually or in the aggregate), are disclosed in Seller Schedule, (iii) liabilities at the date hereof which are specifically disclosed or otherwise reflected in the Exhibits attached to this Agreement and (iv) current liabilities incurred in the ordinary course of business after the date hereof, Seller has no, and the Premises are not subject to liabilities of any nature, whether matured or unmatured, fixed or contingent, which could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. None of the Premises is cross-defaulted and/or cross-collateralized with any other properties other than among the Premises.
Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities disclosed in the Partnership Financial Statements or arising in the ordinary course of business since the date of the Partnership Financial Statements, the Partnerships have no material undisclosed liabilities of any nature, whether matured or unmatured, fixed or contingent, regardless of whether the disclosure thereof would otherwise be required by GAAP, under circumstances whereby any such liabilities could or would following the Effective Date hereof remain with such Partnership and that would have, individually or in the aggregate, a material adverse effect upon such Partnership, except for the Leases, the Temple Loan, the MUSRI Loan, the Reciprocal Easement Agreements, the Contracts, and/or the Specialty License Agreements and any other disclosed liabilities.
Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities arising in the ordinary course of business, since the date of the Applicable Partnerships' most recent financial statements and for those matters specifically and adequately accrued or reserved for in the financial statements of the Applicable Partnerships, the Prime Entities have no liabilities of any material nature, required by GAAP to be included in the financial statements of such Prime Entity, and which would have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of each of PGI and PGLP, there are no Significant Agreements of the Prime Entities other than as set forth in the Title Reports or reflected in the final prospectus for the initial public offering of securities of the Company or in the most recent financial statements of the Applicable Partnerships delivered to the Company. For purposes hereof, "Significant Agreement" of a Prime Entity means and includes any of the following to which such Person is a party or by which such Person or any of its assets or properties may be subject or bound, in each such case as amended and currently in effect, inclusive of any waivers relating thereto:
Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities arising in the ordinary course of business since the date of the Companies' consolidated financial statements as of and for the period ended June 30, 1993, included in the Prospectus and for those matters specifically and adequately accrued or reserved in the financial statements, the
Absence of Undisclosed Liabilities and Contractual Obligations. The -------------------------------------------------------------- liabilities of Lichtin Properties are as disclosed on Schedule 2.07 attached ------------- hereto. The consummation of the Merger will not subject Weeks or any of its assets, including, without limitation, the assets acquired as a result of the Merger, to any liability or obligation whatsoever, except as otherwise disclosed on Schedule 2.07. -------------
Absence of Undisclosed Liabilities and Contractual Obligations. The Project Entities have no liabilities of any nature, whether matured or unmatured, fixed or contingent, regardless of whether the disclosure thereof would otherwise be required by GAAP, which would have, individually or in the aggregate, a material adverse effect upon any of the Project Entities or any of the Completed Properties except for (1)Leases identified on the Rent Roll, (2) the Potential Commission Obligations, (3) Existing Loan Documents, (4) the Permitted Exceptions and (5) the Service Contracts (collectively, the "Significant Agreements"), or as shown on the audits of the books and records described in Section 8.2 hereof. 11.15.
Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities arising in the ordinary course of business, since the date of the Applicable Partnerships' most recent financial statements and for those matters specifically and adequately accrued or reserved for in the financial statements of the Applicable Partnerships, the Prime Entities have no liabilities of any material nature, required by GAAP to be included in the financial statements of such Prime Property, and which would have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of each of PGI and PGLP, there are no Significant Agreements of the Prime Properties other than as set forth in the Disclosure Schedule and other than debt instruments which are reflected in the most recent financial statements of the Applicable Partnership delivered to the Company. For purposes hereof, "Significant Agreement" of a Prime Property means and includes any of the following to which such Person is a party or by which such Person or any of its assets or properties may be subject or bound, in each such case as amended and currently in effect, inclusive of any waivers relating thereto:
Absence of Undisclosed Liabilities and Contractual Obligations. Except for (i) the Nomura Loan, (ii) the Lazard Mezzanine Loan, (iii) obligations under Leases relating to the Nomura Properties (all of which have been disclosed in writing to Contributee), (iv) obligations under Service Contracts relating to the Nomura Properties (all of which have been disclosed in writing to Contributee), (v) unpaid leasing brokerage obligations (all of which have been disclosed in writing to Contributee), (vi) real estate taxes which have been adjusted for pursuant to Section 4 above, (vi) the existing mortgage loan in the original principal amount of $2,000,000 made by Nomura Asset Capital Corporation to 00 Xxxxx Xxxxxx LLC and encumbering 70 Xxxxx, (viii) accounts payable or other indebtedness incurred in the ordinary course of business and which are substantially similar in nature and amount to those accounts payable or other indebtedness shown on the most recent financial statements of the Companies which have been delivered to Contributee prior to the date hereof, none of the Companies has any liabilities of any nature (other than de minimis liabilities incurred in the ordinary course of business), whether matured or unmatured, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, whether due or to become due, regardless of whether the disclosure thereof otherwise would be required by GAAP.
Absence of Undisclosed Liabilities and Contractual Obligations. Except for liabilities arising in the ordinary course of business since the date of the Contributed Partnerships' financial statements as of and for the period ended December 31, 1996, the Contributed Partnerships have no liabilities of any nature, whether matured or unmatured, fixed or contingent (regardless of whether the disclosure thereof otherwise would be required by generally accepted accounting principles) which could have, individually or in the aggregate, a material adverse effect upon such Contributed Partnership or the Partnership. There are no Significant Agreements (as hereinafter defined) of a Contributed Partnership other than as previously disclosed to the General Partner. For purposes hereof, "Significant Agreement" of a Contributed Partnership means and includes any of the following to which such entity is a party or by which it or any of its assets or properties may be subject or bound:
