Liabilities and Obligations. Except as disclosed on Schedule 5.10, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.
Appears in 10 contracts
Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc), Optical Asset Purchase Agreement (Vision Twenty One Inc)
Liabilities and Obligations. Except as disclosed on Schedule 5.105.11, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 5.11 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)
Liabilities and Obligations. Except as disclosed on Schedule 5.105.11, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 5.11 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.,
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)
Liabilities and Obligations. Except as disclosed on Schedule 5.105.19, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 5.19 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
Liabilities and Obligations. Except as disclosed on Schedule 5.105.11, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 5.11 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)