Absence of Undisclosed Liabilities or Encumbrances Sample Clauses

Absence of Undisclosed Liabilities or Encumbrances. There are no encumbrances, restrictions, liens, claims or liabilities, present or future, of any nature whatsoever that exist or may be asserted against the Interest. There are no judgments, actions, suits, proceedings, investigations or claims outstanding, pending or threatened, against the Seller which relate to, or which can be enforced against, the Interest being purchased hereunder in any court or before any governmental or administrative agency, department, commission, board, bureau or instrumentality, which can have a material effect upon the Interest, which could interfere with the execution and delivery of this Assignment or the consummation of the transactions contemplated hereby.
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Absence of Undisclosed Liabilities or Encumbrances. Except as and to the extent specifically disclosed in Section 2.6 of the Disclosure Schedule or in the Recent Company Balance Sheet, neither the Company nor any Company Subsidiary (a) has any Liabilities other than commercial liabilities and obligations incurred since the date of the Recent Company Balance Sheet in the ordinary course of its or their respective businesses and consistent with its respective past practice and none of which has or will have, individually or in the aggregate, a Company Material Adverse Effect, (b) has assets subject to any Encumbrance other than (i) Encumbrances shown on the Recent Company Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) Encumbrances incurred in connection with the purchase of property or assets after the date of the Recent Company Balance Sheet (such Encumbrances being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) Encumbrances for current taxes not yet due, and (iv) with respect to any real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Company or any Company Subsidiary, and (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Except as and to the extent specifically disclosed in the Recent Company Balance Sheet, neither Parent nor the Company has Knowledge of any basis for the assertion against the Company or any Company Subsidiary of any Liability and there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may give rise to Liabilities, except commercial liabilities and obligations incurred in the ordinary course of the Company’s or applicable Company Subsidiary’s respective business and consistent with its past practice. The Company does not have any Liabilities under the Seller Agreements with respect to the earnout provisions set forth therein.
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Related to Absence of Undisclosed Liabilities or Encumbrances

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • Absence of Undisclosed Liabilities Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • No Undisclosed Liabilities The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports and Other Written Information, other than those incurred in the ordinary course of the Company's businesses since December 31, 2000 and which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company's financial condition.

  • No Undisclosed Liabilities; Absence of Changes Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

  • Financial Statements; Absence of Undisclosed Liabilities (a) Schedule 3.05(a)(1) sets forth: (i) an unaudited consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Seller.

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

  • Financial Statements; No Undisclosed Liabilities The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • Litigation and Undisclosed Liabilities There are no actions, suits or proceedings pending or, to Purchaser’s knowledge, threatened against Purchaser, or obligations or liabilities (whether or not accrued, contingent or otherwise) or, to Purchaser’s knowledge, facts or circumstances that could reasonably be expected to result in any claims against or obligations or liabilities of Purchaser that, individually or in the aggregate, would have a Material Adverse Effect.

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