Liabilities and Guarantees. 22 3.1.12 Indebtedness................................................ 22 3.1.13 Absence of Unusual Transactions and Events.................. 22 3.1.14 No Dividends, Loans, etc.................................... 23 3.1.15
Liabilities and Guarantees. The Corporation does not have any outstanding liabilities or obligations, whether accrued, absolute, known or unknown, contingent or otherwise (including any liabilities or obligations which would arise as a result of the consummation of the Transaction), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, other than:
3.1.11.1 those set out in the Unaudited Financial Statements;
3.1.11.2 current liabilities (determined in accordance with GAAP) in respect of trade or business obligations incurred after the Unaudited Statements Date in the ordinary course of the Business, consistent with past practice, none of which has been or could be materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, the Business; and
3.1.11.3 those set out in Schedule 3.1.
Liabilities and Guarantees. Revolving Credit Agreement, dated as of November 23, 1998, between the Corporation and Bremer Bank, N.A. (formerly known as Firstar Bank, N.A., which wax xxxxerly known as Firstar Bank of Minnesota, N.A.) - Amendment and Waiver No. 1 to Revolving Credit Agreement, dated as of May 19, 1999 - Amendment No. 2 to Revolving Credit Agreement, dated as of September 22, 1999 - Amendment No. 3 to Revolving Credit Agreement, dated as of January 14, 2000 - Amendment No. 4 to Revolving Credit Agreement, dated as of April 19, 2000 - Amendment No. 5 to Revolving Credit Agreement, dated as of June 13, 2000 - Amendment No. 6 to Revolving Credit Agreement, dated as of October 5, 2000 - Amendment No. 7 to Revolving Credit Agreement, dated as of December 20, 2000 - Amendment No. 8 to Revolving Credit Agreement, dated as of June 12, 2001 - Amendment No. 9 to Revolving Credit Agreement, dated as of August 10, 2001 - Amendment No. 10 to Revolving Credit Agreement, dated as of June 12, 2002 - Amendment No. 11 to Revolving Credit Agreement, dated as of June 13, 2003 - Amendment No. 12 to Revolving Credit Agreement, dated as of September 12, 2003 - Amendment No. 13 to Revolving Credit Agreement, dated as of September 15, 2004 - Revolving Note issued by the Corporation to Firstar Bank, N.A. (formerly known as Firstar Bank of Minnesota, N.A.) on November 23, 1998 - Revolving Note issued by the Corporation to Firstar Bank, N.A. on September 22, 1999 - Revolving Note issued by the Corporation to Firstar Bank, N.A. on June 13, 2000 - The Corporation has made contributions to a grantor trust to fund its obligations under the Deferred Compensation Plan for Directors. These amounts are not included on the Corporation's balance sheet. - The Corporation has contingent obligations related to the Jasc YE Bonus Program.
Liabilities and Guarantees. 10 3.1.12. Absence of Unusual Transactions and Events................... 11 3.1.13.
Liabilities and Guarantees. The Corporation does not have -------------------------- outstanding any debts, obligations or liabilities (contingent or otherwise), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the debts, obligations or liabilities (contingent or otherwise) of any Person, other than:
3.1.11.1. debts, obligations or liabilities in respect of trade or business obligations incurred in the ordinary course of the Business, consistent with past practice, none of which has been or is expected to be materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, the Business; and
3.1.11.2. debts, obligations or liabilities to the extent reflected in the Financial Statements or set out in Schedule B.
Liabilities and Guarantees. The Corporation does not have any outstanding liabilities (whether absolute, contingent, accrued or otherwise), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification or assumption, comfort letter, or other agreement or commitment of a similar nature with respect to the obligations, liabilities (whether absolute, contingent, accrued or otherwise) or indebtedness of any Person:
Liabilities and Guarantees. Guarantee by Commerzbank Aktiengesellschaft, Xxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx to Xxxxxxx Grundstucksverwertungsgesellschaft mbH und Co. KG, Xxxxxxxxxxxxx 00, 00000 Xxxxxxxx-Xxxxxxx, dated August 12, 1996 * Object: security deposit for space rented by the Company located at Xxxxxxxxxxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, in the lease dated July 8, 1996. * Duration: until the return of the guarantee deed * Amount: DEM 26,781.00 ANNEX 7.12
1. WRITTEN OR VERBAL AGREEMENTS OR ARRANGEMENTS -- --------------------------------------------
1.1 Arrangement between TC and the Company dated October 15, 2000 * Object: authorization of account holder TC to optimize interest yield in automatic cash management system ("ACMS") and to set interest rates for balances in the ACMS. * Duration: terminated automatically when ACMS-Agreement with Commerzbank is terminated * Interest due by October 5, 2001: approx. DEM 20,000.00 (this amount corresponds to average interest income for one month)
1.2 Insurance Contract no. 26940287-4 between ARAG Allgemeine Rechtsschutz-Versicherungs AG ("ARAG"), Xxxxxxxxxxxx 00, 00000 Xxxxxxxxxx, and the Company dated December 14, 1998 * Object: special protection for companies in criminal matters * Duration: December 1, 1998 until December 1, 2003 * Premium: DEM 1,667.50 p.a. * Premium due until contract expires: DEM 3,335.00
1.3 Insurance Contract no. 26940296-3 between ARAG and the Company dated December 14, 1998 * Object: legal expenses insurance * Duration: December 1, 1998 until December 1, 2003 * Premium: DEM 1,723.98 p.a. * Premium due until contract expires: DEM 3,447.96
Liabilities and Guarantees. DC AVIATION G-OPS’ obligations are best endeavor obligations. DC AVIATION G-OPS is liable to the Customer for any fault concerning the performance of its own Services which are fully described in the Article 5 of the GTC. In case DC AVIATION G-OPS would be held liable, its guarantee is limited to the amount mentioned below : Ban 9 1 000 000 USD Ban 7 - 8 750 000 USD Ban 5 – 6 500 000 USD Ban 4 250 000 USD Ban 1 – 3 1% of the aircraft value USD Helicopters 2.50% of the aircraft value USD Turboprops 1% of aircraft value USD For the avoidance of doubt DC Aviation G-OPS’ liability may be incurred in case of proved fault or negligence only and is limited to the direct prejudices exclusive of any indirect prejudice, of any nature or kind whatsoever. Are particularly considered as “indirect damage” loss of profit, loss of use, loss of goodwill, loss of reputation, loss of revenue, loss of anticipated savings, loss of business, loss of contract, or for any incidental, special, indirect or consequential loss or damage, or punitive, exemplary or non-compensatory damages, incurred or sustained by the Customer arising out of or in connection with DC Aviation G-OPS performance of its Services. Bodily injury resulting from the performance of the Handling Services Request and suffered by the Parties, their employees and subcontractors, in addition to third parties, shall always be reparable under the conditions specific to each situation in accordance with the rules applicable by the competent court within the meaning of Article 16.
Liabilities and Guarantees. (a) Except as specified in SCHEDULE 3.9, the Company did not have at December 31, 2001 and as of the Closing Date any liabilities or obligations of any kind, whether accrued, absolute, asserted or unasserted, contingent or otherwise not reflected, reserved against or otherwise disclosed in the Financial Statements.
(b) The Company has no Guarantees, and may not be liable by any obligation (financial or other) of the Sellers or any third party. The Company has no liability unrelated to the business or operations conducted by the Company.
(c) The Company has no future liabilities and obligations, contingent or otherwise, and the Company shall not be required to make any Investment and/or payment, under any law, contract or commitment that are not to be incurred in the ordinary course of business.
Liabilities and Guarantees. Immediately after the Effective Time, except as disclosed in the Prospectus or as contemplated by this Agreement, the Ancillary Agreements or the Proposed Credit Facility, Custom Direct, Custom Direct LLC, Unique Checks, Inc. and Custom Direct ULC will have no outstanding liabilities, contingent or otherwise, other than liabilities in respect of trade or business obligations incurred after December 31, 2002 in the Ordinary Course of the Business, none of which has had a Material Adverse Effect or constituted a Material Adverse Change, and, for greater certainty, will have no outstanding indebtedness to MDC.
