Indebtedness; No Undisclosed Liabilities Sample Clauses

Indebtedness; No Undisclosed Liabilities. Schedule 3.9 sets forth the Indebtedness of the Company. Neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except (a) liabilities or obligations disclosed or reserved against in the SEC Reports filed with the Commission prior to the date hereof, (b) liabilities or obligations which arose after the last date of any such SEC Report, in the ordinary course of business consistent with past practice that, individually or in the aggregate, do not exceed $1,000,000, (c) as set forth on Schedule 3.9, and (d) liabilities incurred in connection with the Contemplated Transactions that are not in breach of this Agreement.

Indebtedness; No Undisclosed Liabilities. (a) Section 3.8(a) of the Company Disclosure Letter contains a true and complete list of all Indebtedness of the Company and its Subsidiaries that individually exceed $50,000 as of the date of this Agreement, other than Indebtedness reflected in the Company Balance Sheet or otherwise included in the Company SEC Documents. (b) Except (i) as and to the extent disclosed or reserved against on the unaudited consolidated balance sheet of the Company as of March 31, 2024 (the “Company Balance Sheet Date”) or disclosed in the notes thereto, (ii) as incurred after the date thereof in the ordinary course of business or (iii) incurred in connection with this Agreement or the Contemplated Transactions, neither the Company nor any of its Subsidiaries, has any material liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise, whether due or to become due, and whether or not required by GAAP to be reflected or reserved against in the consolidated balance sheet of the Company and its Subsidiaries (or disclosed in the notes to such balance sheet). Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act.

Indebtedness; No Undisclosed Liabilities. (a) Section 4.10 of the Company Disclosure Letter contains a true, correct and complete list of all Indebtedness of the Acquired Companies as of the date hereof, other than Indebtedness reflected on the Company Balance Sheet or disclosed in the notes thereto included in the Company SEC Documents. As of the date of this Agreement, there is no liability, debt or obligation of or claim against an Acquired Company of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance with GAAP, except for liabilities and obligations (a) reflected, disclosed or reserved for on the Company Balance Sheet or disclosed in the notes thereto of any Acquired Company included in the Company SEC Documents, (b) that have arisen since the Company Balance Sheet Date in the Ordinary Course of Business, (c) disclosed in Section 4.08 of the Company Disclosure Letter or (d) which would not have, individually or in the aggregate, a Company Material Adverse Effect. None of the Acquired Companies is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act. (b) With respect to any Subsidiaries of the Company or any Funds which have been dissolved (including but not limited to Och-Ziff Consulting (Beijing) Company Limited (奥氏咨询(北京)有限公司) and Shanghai Sculptor Overseas Investment Fund Partnership (Limited Partnership) (上海司韬海外投资基金合伙企业(有限合伙)), such Subsidiaries were duly and properly liquidated with no outstanding or threatened liabilities, obligations or other unresolved matters.

Indebtedness; No Undisclosed Liabilities. Except as listed on Schedule 2.7, the Companies have no outstanding Indebtedness. The Companies have no liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Balance Sheet, (b) liabilities that have arisen since the Balance Sheet Date in the Ordinary Course and which are similar in nature and not disproportionate in amount to the liabilities that arose during the comparable period of time in the immediately preceding fiscal period and (c) the liabilities listed on Schedule 2.7.

Indebtedness; No Undisclosed Liabilities. Except as set forth on Section 3.10 of the Seller Disclosure Schedule, the Company does not have any Indebtedness. Except as set forth on Section 3.10 of the Seller Disclosure Schedule, there are no liabilities of the Company of any kind whatsoever, whether accrued, contingent absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on a balance sheet of the Company, and to the Knowledge of the Seller, there are no specific existing conditions or circumstances that would reasonably be expected to result in such a liability, other than: (a) liabilities provided for in the Current Balance Sheet or disclosed in the notes thereto, but only those liabilities on such Current Balance Sheet that pertain to the Zhuhai Business Assets, Zhuhai Employees, the Other Business Assets and/or the Transferred Contract; or (b) other undisclosed liabilities incurred in the ordinary course of business since December 31, 2011 which, individually or in the aggregate, are not material to the Company or the Zhuhai Business, taken as a whole.

Indebtedness; No Undisclosed Liabilities. Other than outstanding accounts payable incurred in the ordinary course of business, certain personal property leases that are immaterial in amount, and that indebtedness under that certain Credit and Security Agreement dated as of May 10, 2017 (the “Midcap Credit Agreement”) (such Indebtedness is collectively referred to as the “Outstanding Indebtedness”), by and among the lenders referenced in the Midcap Credit Agreement, MidCap Funding X Trust, as Agent, and the Company and other borrowers thereto, there is no indebtedness of the Company. The Company has no liability that would be required under GAAP to be reserved against or reflected in a balance sheet other than: (i) Liabilities set forth or reserved against and disclosed on the Balance Sheet; (ii) Liabilities which have arisen after the Balance Sheet Date in the ordinary course of business consistent with past practice; or (iii) Liabilities incurred in connection with this Agreement or any of the other Transaction Documents and the transactions contemplated hereby or thereby.

Indebtedness; No Undisclosed Liabilities. (a) All obligations of Superfly or Seller constituting Indebtedness relating to the Business are listed on Schedule 4.8 or are otherwise listed on the latest balance sheet contained in Unaudited Financial Statements; and (b) Seller has no Liabilities, except for (i) the Liabilities set forth on Schedule 4.8: (ii) Liabilities listed on the Unaudited Financial Statements; (iii) Liabilities that have arisen since the date of the Unaudited Financial Statements in the ordinary course of business (provided that there is no such Liability that is material that relates to breach of Contract, breach of warranty, tort, infringement, violation of Law, Order or Permit, or any Proceeding; (iv) Liabilities under or arising out of the performance of Contracts disclosed on Schedule 4.12(a) or under or arising out of the performance of Contracts entered into after the date of this Agreement in accordance with the terms and conditions hereof; and (v) Liabilities disclosed in this Agreement or any Schedule to this Agreement. Seller has not, either expressly or by operation of law, assumed or undertaken any Liability of any other Person.

Indebtedness; No Undisclosed Liabilities. Sellers have no liabilities or obligations (whether absolute, accrued, contingent or otherwise) that are required to be set forth on an audited consolidated balance sheet prepared in accordance with GAAP, except (i) as and to the extent accrued or reserved against on the Balance Sheet or disclosed in the notes thereto or (ii) liabilities incurred in the Ordinary Course or pursuant to the terms of this Agreement since the Balance Sheet Date.

Indebtedness; No Undisclosed Liabilities. Except as set forth in the SEC Reports or incurred in the ordinary course of business since June 30, 2014, Blue Earth has, repaid in full all indebtedness of the Company, and there are no other liabilities of the Company.