Common use of Absence of Undisclosed or Contingent Liabilities Clause in Contracts

Absence of Undisclosed or Contingent Liabilities. Except as and to the extent reflected or reserved against on the face of the Balance Sheet (excluding the notes thereto), or as otherwise set forth in the Disclosure Schedule, as of the Balance Sheet Date Seller, in respect of the Business had no debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities for any period prior to the close of business on the Balance Sheet Date or any other debts, liabilities or obligations in respect of the Business relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Balance Sheet Date, whether or not then known, due or payable. Except as set forth in the Disclosure Schedule, none of Seller's employees, in respect of the Business, is now or, will by the passage of time hereafter become, entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to the Balance Sheet Date except as disclosed on the face of the Balance Sheet (excluding the notes thereto) or as otherwise set forth in the Disclosure Schedule.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (New York Health Care Inc), Purchase and Sale Agreement (New York Health Care Inc), Purchase and Sale Agreement (New York Health Care Inc)

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Absence of Undisclosed or Contingent Liabilities. Except as and to the extent reflected or reserved against on the face of the Balance Sheet (excluding the notes thereto), or as otherwise set forth in the Disclosure Schedule, as of the Balance Sheet Date Seller, neither Seller nor INS in respect of the Business had no debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities for any period prior to the close of business on the Balance Sheet Date or any other debts, liabilities or obligations in respect of the Business relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Balance Sheet Date, whether or not then known, due or payable. Except as set forth in the Disclosure Schedule, none of Seller's employees, and none of INS's employees in respect of the Business, is now or, will by the passage of time hereafter become, entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to the Balance Sheet Date except as disclosed on the face of the Balance Sheet (excluding the notes thereto) or as otherwise set forth in the Disclosure Schedule.

Appears in 1 contract

Samples: Purchase and Sale Agreement (International Nursing Services Inc)

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