Liabilities; Claims Clause Samples
The 'Liabilities; Claims' clause defines the responsibilities each party holds regarding losses, damages, or legal claims arising from the agreement. It typically outlines which party is liable for specific types of claims, such as third-party lawsuits, property damage, or breaches of contract, and may set procedures for notifying the other party of any claims received. This clause serves to allocate risk between the parties and provides a clear framework for handling potential disputes or financial obligations, thereby reducing uncertainty and helping to prevent future conflicts.
Liabilities; Claims. There are, and on the Effective Date will ------------------- be, no liabilities (including, but not limited to, tax liabilities) or claims against Whitco (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the Financial Statements, other than (i) liabilities incurred in the ordinary course of business since September 30, 2002, (ii) taxes accrued on earnings since September 30, 2002 which are not yet due or payable, or (iii) liabilities which in the aggregate do not exceed $50,000.
Liabilities; Claims. Except as set forth on the Vyteris Schedule of Exceptions or in the private Placement Memorandum, there are no liabilities (including, but not limited to, tax liabilities) or claims against Vyteris (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the Vyteris Financial Statements, other than (i) liabilities incurred in the ordinary course of business since March 31, 2004, (ii) taxes accrued on earnings since March 31, 2004 ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇e or payable, (iii) expenses incurred in connection with the Merger, (iv) expenses incurred in connection with the consummation of the transactions contemplated by this Agreement, (v) expenses incurred in connection with obtaining financing, (vi) expenses incurred in seeking to commercialize Vyteris' products, in establishing a manufacturing capability and in expanding the applications of its technology in an amount not exceeding $9,000,000 in the aggregate, (vii) liabilities not referred to in any of the other clauses of this Section 2.10 which do not exceed $100,000 in the aggregate and (viii) liabilities which are not required, under GAAP, to be disclosed on the face or in the notes to the Vyteris Financial Statements.
Liabilities; Claims. Except as and to the extent set forth in the latest MMAX SEC Reports, neither MMAX nor any of its subsidiaries had at the date of the latest balance sheet filed with the SEC any liabilities required by generally accepted accounting principles to be reflected on a consolidated balance sheet of MMAX and its subsidiaries. Except as and to the extent set forth in such MMAX SEC Reports, since such date neither MMAX nor any of its subsidiaries has incurred any liabilities material to the business, operations or financial condition of MMAX and its subsidiaries taken as a whole, except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with this Agreement.
Liabilities; Claims. Except as set forth on Schedule 4.10, there are, and on the Closing Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against HP (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the HP Financial Statements, other than (i) liabilities incurred in the ordinary course of business since September 30, 2010; (ii) taxes accrued on earnings since September 30, 2010 which are not yet due or payable; or (iii) other liabilities which do not exceed $10,000 in the aggregate.
Liabilities; Claims. Except as set forth on Schedule 4.11, there are, and on the Effective Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against WiFiMed (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the Financial Statements, other than (i) liabilities incurred in the ordinary course of business since December 31, 2005; (ii) taxes accrued on earnings since December 31, 2005 which are not yet due or payable; or (iii) other liabilities which do not exceed $150,000 in the aggregate.
Liabilities; Claims. Except as set forth on Schedule 4.10, there are, and on the Effective Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against TV Goods Holding (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the Financial Statements, other than (i) liabilities incurred in the ordinary course of business since March 31, 2010; (ii) taxes accrued on earnings since March 31, 2010 which are not yet due or payable; or (iii) other liabilities which do not exceed $100,000 in the aggregate.
Liabilities; Claims. There are no liabilities (including, but not limited to, tax liabilities) or claims against Rexahn (whether such liabilities or claims are contingent or absolute, direct or indirect, and matured or unmatured) not appearing in the Financial Statements, other than (i) liabilities incurred in the ordinary course of business since September 30, 2004, (ii) taxes accrued on earnings since September 30, 2004 which are not yet due or payable or (iii) other liabilities which do not exceed $100,000 in the aggregate.
Liabilities; Claims. There are, and on the Effective Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against SNLLC (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the Financial Statements, other than (i) liabilities incurred in the ordinary course of business since M▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) taxes accrued on earnings since June 22, 2006 which are not yet due or payable, or (iii) liabilities which in the aggregate do not exceed $50,000.
Liabilities; Claims. Except for (a) liabilities fully reflected or reserved against in the financial statements related to the Seller, dated as of May 31, 2004, as supplemented by Seller for periods after May 31, 2004; (b) regular or usual liabilities and obligations incurred in the ordinary course of business of the Seller consistent with past practices, or which arise or accrue after the date of the financial statements but prior to the Closing; and (c) liabilities permitted by this Agreement, to Seller's knowledge, the Seller has no liabilities, obligations or claims which result from actions of Seller or other occurrences prior to the Closing.
Liabilities; Claims. Except as set forth on Schedule 3.10, there are, and on the Closing Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against VFC (whether such liabilities or claims are contingent or absolute, direct or indirect, matured or unmatured) not appearing on the VFC Financial Statements, other than (i) liabilities incurred in the ordinary course of business since May 31, 2012; or (ii) other liabilities which do not exceed $100,000 in the aggregate.