Common use of Absence of Undisclosed Liabilities; Capital Commitments Clause in Contracts

Absence of Undisclosed Liabilities; Capital Commitments. Except as disclosed in Section 4.15 of the Disclosure Schedule, and except for liabilities or obligations (i) that are reflected in, accrued, reserved against or otherwise described in the Reference Balance Sheet, (ii) that were incurred after the date of the Reference Balance Sheet in the ordinary course of business and consistent with past practices, (iii) arising pursuant to the terms of contracts or agreements of any Company or a Subsidiary of any Company entered into in the ordinary course of business consistent with past practices that are not required to be reflected as liabilities on a balance sheet, or disclosed in the notes thereto, prepared in accordance with GAAP, or (iv) that are being paid or satisfied by Seller or its Affiliates at Closing in accordance with the terms hereof, none of the Companies or any of their Subsidiaries has any material liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Gaylord Entertainment Co /De), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!