Indebtedness; Undisclosed Liabilities. (i) Set forth in Section 3.2(h) of the Disclosure Schedule is a true and complete list of (A) all Contracts relating to Indebtedness to which LPT is a party or guarantor, and (B) in each case, the amounts outstanding in respect of such Indebtedness as of the Closing Date.
(ii) LPT does not have any Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether known or unknown, whether due or to become due and regardless of when asserted), and to LPT’s Knowledge, there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against LPT giving rise to any such Liabilities, except for:
(A) Liabilities set forth on the Latest Balance Sheet; (B) Liabilities in an amount less than $50,000 which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of law or arose out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand); and (C) Liabilities under Material Contracts (as defined below) (in each case, none of which is a Liability resulting from breach of such Material Contract).
Indebtedness; Undisclosed Liabilities. Except as set forth on Schedule 6.10, none of the Companies has any Indebtedness. The Companies, taken as a whole, do not have any material Liabilities except for (a) Liabilities in the aggregate adequately disclosed, provided for, reflected in, reserved against or otherwise described in the Financial Statements (or in any notes thereto) or included as a current liability in the calculation of the Closing Net Working Capital, (b) Liabilities under contracts, leases, licenses and other arrangements, including the Benefit Plans, to which the Companies or any of their respective assets may be bound, to the extent not required to be reflected on the Financial Statements and which were incurred in the Ordinary Course of business and do not relate to any material failure to perform, improper performance, warranty or other material breach, default or violation by any of the Companies, (c) Liabilities referred to on any Schedule to this Agreement (including Schedule 6.10), (d) Liabilities which have arisen in the Ordinary Course of Business since the date of the Most Recent Balance Sheet and which are not, individually or in the aggregate, material in amount, (e) Liabilities under this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, and (f) other Liabilities which would not have been required to be disclosed, provided for, reflected in, reserved against or otherwise described in the Financial Statements or in any notes thereto in accordance with GAAP.
Indebtedness; Undisclosed Liabilities. (a) Section 3.06 of the Seller Disclosure Schedule sets forth a true and complete schedule of the Indebtedness of the Xxxxxx Group as of the close of business on the Business Day immediately prior to the Closing Date.
Indebtedness; Undisclosed Liabilities. (a) Set forth in Section 3.21 of the Company Disclosure Schedule is a true and complete list of all agreements relating to Indebtedness to which the Company is a party or grantor. Except as disclosed in Section 3.21 of the Company Disclosure Schedule, none of the obligations pursuant to such agreements are subject to acceleration by reason of the consummation of the transactions contemplated hereby, nor would the execution of this Agreement or the consummation of the transactions contemplated hereby result in any default under such agreements.
Indebtedness; Undisclosed Liabilities. All Indebtedness of the Acquired Companies is set forth in Section 3.11 of the Disclosure Schedules. The Acquired Companies have no material liabilities, obligations or commitments except for (a) liabilities that are required to be reflected or reserved on a balance sheet prepared in accordance with GAAP; (b) liabilities which are adequately reflected or reserved against in the Balance Sheet; (c) liabilities which have been incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; and (d) liabilities under the Material Contracts.
Indebtedness; Undisclosed Liabilities. Schedule 4.15 sets forth a true and complete schedule of all of Seller's indebtedness for borrowed money, including amounts owed to shareholders of Seller. Seller has no liabilities or obligations, either accrued, absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements, except (i) liabilities not in an excess of $25,000 in the aggregate arising after the date of the Unaudited Balance Sheet which are incurred in the ordinary course of business, and none of which is materially adverse, and (ii) as and to the extent specifically described in Schedule 4.15 attached hereto.
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Indebtedness; Undisclosed Liabilities. (i) Schedule 3.2(h) contains a true and complete list of (A) all agreements relating to Indebtedness to which any PMG Company is a party or guarantor, and (B) in each case, the amounts outstanding in respect of such Indebtedness as of the Latest Balance Sheet Date. None of the obligations pursuant to such agreements are subject to acceleration by reason of the consummation of the transactions contemplated hereby or by any of the Ancillary Agreements, nor would the execution of this Agreement or the consummation of the transactions contemplated hereby or by any of the Ancillary Agreements result in any default under such agreements.
(ii) No PMG Company has any Liability (and there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against any PMG Company giving rise to any Liability), except for: (i) Liabilities set forth on the Latest Balance Sheet; (ii) Liabilities in an amount less than $25,000 which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business (none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of law or arose out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand); and (iii) Liabilities otherwise expressly disclosed in this Agreement.
(iii) No PMG Company has any off-balance sheet liabilities.
Indebtedness; Undisclosed Liabilities a. The RSG Companies have no Indebtedness except as set forth on Section 3.19 of the Disclosure Schedules, all of which will be paid off or satisfied by Seller prior to Closing.
b. Except as set forth in Section 3.19 of the Disclosure Schedules, the RSG Companies do not have any material liabilities or material obligations (whether accrued, contingent, absolute or otherwise), except:
i. liabilities and obligations fully and adequately reflected or provided for in the Interim Balance Sheet in accordance with GAAP; and
ii. liabilities and obligations incurred in the ordinary course of business, consistent with past practice, since the Interim Balance Sheet Date.
Indebtedness; Undisclosed Liabilities. Except as set forth in the Financial Statements or as otherwise disclosed on Schedule 4(h) of the Disclosure Schedule, SGM has no Indebtedness. SGM has no Liabilities of the nature required to be disclosed in a balance sheet prepared in accordance with GAAP, except (i) as reflected in the Most Recent Financial Statements and (ii) current Liabilities incurred in the Ordinary Course of Business since the Most Recent Fiscal Month End.
