Indebtedness; Liabilities. As of the date hereof, the Company has, and until the consummation of the transactions contemplated by the Asset Purchase Agreement the Company will have, no outstanding Indebtedness or other liabilities or obligations (known, unknown, accrued, absolute, contingent, determined or determinable, or otherwise), other than its obligations under this Agreement and the Asset Purchase Agreement and obligations incurred in connection with the Company’s formation.
Indebtedness; Liabilities. The Company has no Company Debt or liabilities of any kind (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), except for liabilities under the Company Contracts and liabilities in respect of Company Employees and the Company Benefit Plans.
Indebtedness; Liabilities. Other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other entity.
Indebtedness; Liabilities. As of immediately prior to the Closing, the Company will not have any Indebtedness other than the Closing Indebtedness. The Company has no liabilities or obligations of a type required to be reflected on a balance sheet prepared in accordance with GAAP, and to the Company’s Knowledge, the Company has no other material contingent or accrued liabilities of the type required to be reflected on or described in financial statements or footnotes thereto prepared in accordance with GAAP, except in each case for liabilities or obligations (i) reflected or reserved against in the Latest Balance Sheet or described in the notes thereto, (ii) incurred by the Company in the Ordinary Course of Business after the date of the Latest Balance Sheet or (iii) described in the Company Disclosure Schedule; provided, however, that no representation or warranty is made in this Section 5.7 with respect to any liability or obligation relating to intellectual property matters, Taxes, Permits, compliance with Laws or Environmental Laws.
Indebtedness; Liabilities. As of the Closing Date, the Loan Parties have no Indebtedness for borrowed money or other material liabilities (direct or contingent), other than the Convertible Notes or as otherwise disclosed on Schedule 4.3 or in the financial statements filed by Parent with the SEC on November 7, 2022.
Indebtedness; Liabilities. Except as Previously Disclosed, incur any indebtedness for borrowed money in an amount exceeding $5,000,000 in the aggregate or voluntarily incur or become subject to any material liability, in each case other than in the ordinary course of business consistent with past practice.
Indebtedness; Liabilities. Except as set forth on Schedule 3.02(n) hereto, neither the Purchased Entity nor any of the Indirect Purchased Entities has, nor as a result of the transactions contemplated by this Agreement or the Transaction Agreements, will have:
(i) any indebtedness, claim, liability or obligation of any nature (whether known or unknown, absolute, accrued, fixed, liquidated, unliquidated, unasserted or otherwise and whether due or to become due) that is not reflected on the face of the Interim Financial Statements, or incurred in the ordinary course of business consistent with past practice since September 30, 2017 (none of which is a liability resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit);
(ii) any outstanding bonds, debentures, notes, mortgages, trust indentures, loan agreements or other indebtedness or liabilities for borrowed money (which, for greater certainty, excludes capital leases, trade indebtedness and Taxes incurred in the ordinary course); or
(iii) any liabilities under guaranty, letter of credit, comfort letter, surety bond and/or other credit support provided by the Purchased Entity or any Indirect Purchased Entity in support of any liability of any Person (other than the Purchased Entity or any Indirect Purchased Entity) in excess of $100,000 or, with respect to such items of credit support that do not involve any financial obligation, a value of $100,000.
Indebtedness; Liabilities. Other than its investment in the Company and related transactions and the transactions contemplated by the Transaction Documents, such Party (i) has not conducted any business since its formation and (ii) has no indebtedness, obligations or other liabilities as of the Merger Effective Time (other than Taxes, which shall be governed exclusively by Section 3.8).
Indebtedness; Liabilities. The primary Indebtedness of the Company is represented by that certain Promissory Note dated December 29, 2015 executed by the Company, as maker, in favor of Nusenda Federal Credit Union (“Lender”), as holder, in the original principal amount of Three Million Four Hundred Ninety-One Thousand Seven Hundred Fifty Dollars ($3,491,750.00) (the “Note”), which Note is secured by that certain Deed of Trust dated December 29, 2015 executed by the Company, as grantor, in favor of Lender, as beneficiary, recorded on December 30, 2015 as Doc. # 0000000000 in the Official Records of the County (the “Deed of Trust”) and the Assignment of Rents dated December 29, 2015 recorded December 30, 2015 as Doc. # 2015112720 in the Official Records of the County (“Assignment of Rents”), as amended by Addendum to Business Loan Agreement, Deed of Trust, Commercial Security Agreement, and Assignment of Rents dated December 29, 2015 recorded on December 30, 2015 as Doc. #2015112722 in the Official Records of the County (“Addendum”), as amended by the Changes in Terms Agreement dated December 21, 2020 (“Change in Terms Agreement”; the Note, the Deed of Trust, the Assignment of Rents, the Addendum, the Change in Terms Agreement and all other documents executed in connection with the Indebtedness are referred to herein as the “Loan Documents”). Sellers have delivered to Buyer a true, correct and complete copy of all of the Loan Documents. The Loan Documents have not been modified, amended, terminated, canceled, or assigned, except as disclosed to Buyer in writing. There are no defaults by the Company or, to Seller’s knowledge, any other party, under any of the Loan Documents. Sellers have no knowledge and have received no written notice of any events or conditions which with the giving of notice or the passage of time might constitute a default or breach under the Loan Documents. The current outstanding indebtedness under the Note is set forth on the Closing Indebtedness Certificate. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise (“Liabilities”) other than (i) the Note and (ii) current liabilities incurred in the ordinary course of business consistent with past practice and which are not, materially or in the aggregate, material in amount.
Indebtedness; Liabilities. No member of the Company Group has any Indebtedness other than the Bank Debt. The Bank Debt is, as of the date hereof, in the amount set forth in Section 3.8 of the Disclosure Schedule. Except as disclosed in the SEC Documents or in Section 3.8 of the Disclosure Schedule, the Company does not have any liabilities, obligations or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of business consistent with past practice.
