Liabilities and Obligations. The COMPANY has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY has also delivered to VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, the following information: (i) a summary description of the liability together with the following: (a) copies of all relevant documentation relating thereto; (b) amounts claimed and any other action or relief sought; and (c) name of claimant and all other parties to the claim, suit or proceeding; (ii) the name of each court or agency before which such claim, suit or proceeding is pending; (iii) the date such claim, suit or proceeding was instituted; and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 9 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc)
Liabilities and Obligations. The COMPANY has delivered to VPI CTS an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY in excess of $10,000 which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, Date and (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documentsagreements to which the COMPANY is a party. Except as set forth on Schedule 5.10, since the Balance Sheet Date Date, the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY has also delivered to VPI set forth on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(ia) a summary description of the liability together with the following:
and has provided CTS's counsel with: (ai) copies of all relevant documentation relating thereto;
; (bii) amounts claimed and any other action or relief sought; and
and (ciii) name of claimant and all other parties to the claim, suit or proceeding;
(iib) the name of each court or agency before which such claim, suit or proceeding is pending;
(iiic) the date such claim, suit or proceeding was instituted; and
(ivd) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 5 contracts
Samples: Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP)
Liabilities and Obligations. The COMPANY has delivered to VPI TSII an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY has also delivered to VPI TSII on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(i) a summary description of the liability together with the following:
(a) copies of all relevant documentation relating thereto;
(b) amounts claimed and any other action or relief sought; and
(c) name of claimant and all other parties to the claim, suit or proceeding;
(ii) the name of each court or agency before which such claim, suit or proceeding is pending;; and
(iii) the date such claim, suit or proceeding was instituted; and
(iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 4 contracts
Samples: Agreement and Plan of Organization (Travel Services International Inc), Merger Agreement (Travel Services International Inc), Agreement and Plan of Organization (Travel Services International Inc)
Liabilities and Obligations. The COMPANY Each of the COMPANIES has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the such COMPANY which are not reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the such COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the neither COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY Each of the COMPANIES has also delivered to VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANYCOMPANIES, threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(i) a summary description of the liability together with the following:
(a) copies of all relevant documentation relating thereto;
(b) amounts claimed and any other action or relief sought; and
(c) name of claimant and all other parties to the claim, suit or proceeding;
(ii) the name of each court or agency before which such claim, suit or proceeding is pending;
(iii) the date such claim, suit or proceeding was instituted; and
(iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 4 contracts
Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)
Liabilities and Obligations. The COMPANY Each of COMPANIES has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the such COMPANY which are not reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the such COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the neither COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY Each of the COMPANIES has also delivered to VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANYCOMPANIES, threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(i) a summary description of the liability together with the following:
(a) copies of all relevant documentation relating thereto;
(b) amounts claimed and any other action or relief sought; and
(c) name of claimant and all other parties to the claim, suit or proceeding;
(ii) the name of each court or agency before which such claim, suit or proceeding is pending;
(iii) the date such claim, suit or proceeding was instituted; and
(iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 1 contract
Samples: Merger Agreement (Vacation Properties International Inc)
Liabilities and Obligations. The COMPANY Company has delivered to VPI QSI an accurate list (which is set forth on Schedule 5.104.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY Company which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the COMPANY Company Financial Statements at the Balance Sheet DateDate (other than liabilities incurred in the ordinary course of business), (ii) any material liabilities of the COMPANY (including all liabilities Company in excess of $10,000) 50,000 and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreementsagreements in each case evidencing indebtedness in excess of $15,000, together with true, correct and complete including copies of such documentsthereof. Except as set forth on Schedule 5.104.10, since the Balance Sheet Date the COMPANY Company has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY Company has also delivered to VPI QSI on Schedule 5.104.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(i) a summary description of the liability together with the following:
(a) copies of all relevant documentation relating thereto;
(b) amounts claimed and any other action or relief sought; and
(c) name of claimant and all other parties to the claim, suit or proceeding;
; (ii) the name of each court or agency before which such claim, suit or proceeding is pending;
(iii) the date such claim, suit or proceeding was instituted; and
(iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 1 contract
Samples: Agreement and Plan of Organization (Quanta Services Inc)
Liabilities and Obligations. The COMPANY has delivered to VPI TSII an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected on the balance sheet of the COMPANY at the Balance Sheet Date or otherwise reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY has also delivered to VPI TSII on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, or threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
(i) a summary description of the liability together with the following:
: (a) copies of all relevant documentation relating thereto;
; (b) amounts claimed and any other action or relief sought; and
and (c) name of claimant and all other parties to the claim, suit or proceeding;
(ii) the name of each court or agency before which such claim, suit or proceeding is pending;
; and (iii) the date such claim, suit or proceeding was instituted; and
and (iv) a good faith and reasonable estimate of the maximum amount, if any, which is likely to become payable with respect to each such liability. If no estimate is provided, the estimate shall for purposes of this Agreement be deemed to be zero.
Appears in 1 contract
Samples: Acquisition Agreement (Travel Services International Inc)