LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16. Company and Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against Company or any Shareholder as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT 2.19 attached hereto.
Appears in 17 contracts
Samples: Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Merger Agreement (Pentegra Dental Group Inc)
LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16. Company and Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against Company or any Shareholder as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT 2.19 attached hereto.
Appears in 4 contracts
Samples: Reorganization Agreement (Pentegra Dental Group Inc), Agreement and Plan of Reorganization (Pentegra Dental Group Inc), Merger Agreement (Pentegra Dental Group Inc)
LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance SheetSheet or set forth in Exhibit 2.13, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred as of the Closing Date, any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, other than those incurred in the ordinary course of business or as set forth on EXHIBIT 2.16business. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company or any Shareholder as of the Balance Sheet Date, of any claim or liability of any nature in any amount not fully reflected or reserved against on the Balance Sheet, or of any claim or liability of any nature arising since that date other than those incurred in the ordinary course of business or contemplated by this Agreement. All indebtedness of the Company (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on EXHIBIT Exhibit 2.19 attached hereto.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Plastic Surgery Co)