Common use of LIABILITIES; DEBT Clause in Contracts

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, 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. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company 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 2.19 attached hereto.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Orthalliance Inc), Agreement and Plan of Reorganization (Orthalliance Inc), Agreement and Plan of Reorganization (Orthalliance Inc)

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LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company Seller did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred occurred 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. The Company Seller and the Shareholders Shareholder do not know, or have reasonable grounds to know, of any basis for the assertion against the Company Seller 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 Seller (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on Exhibit 2.19 2.18 attached hereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Physicians Resource Group Inc), Asset Purchase Agreement (Physicians Resource Group Inc)

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, 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. The Company and the Shareholders Shareholder do not know, or have reasonable grounds to know, of any basis for the assertion against the Company 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 2.19 attached hereto.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Orthalliance Inc)

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred occurred 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. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company 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 2.19 2.18 attached hereto.

Appears in 1 contract

Samples: Share Exchange Agreement (Physicians Resource Group Inc)

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred occurred 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. The Company and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company 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 i n debtedness for borrowed money, guaranties and capital lease obligations) is described on Exhibit 2.19 2.18 attached hereto.

Appears in 1 contract

Samples: Merger Agreement (Physicians Resource Group Inc)

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LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company Seller did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred occurred 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. The Company Seller and the Shareholders do not know, or have reasonable grounds to know, of any basis for the assertion against the Company Seller 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 Seller (including without limitation, indebtedness for borrowed money, guaranties and capital lease obligations) is described on Exhibit 2.19 2.18 attached hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Physicians Resource Group Inc)

LIABILITIES; DEBT. Except to the extent reflected or reserved against on the Balance Sheet, the Company did not have, as of the Balance Sheet Date, and has not incurred since that date and will not have incurred occurred 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. The Company and the Shareholders Shareholder do not know, or have reasonable grounds to know, of any basis for the assertion against the Company 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 Schedule 2.19 attached hereto.

Appears in 1 contract

Samples: Merger Agreement (American Homestar Corp)

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