Liabilities; Indebtedness. Except as set forth on EXHIBIT L, the Seller has not incurred any indebtedness related to the Property except in each instance for trade payables and other customary and ordinary expenses in the ordinary course of business that will be paid and discharged in full as of the Closing.
Liabilities; Indebtedness. Except as disclosed in the audited financial statements previously provided to the Operating Partnership, the Participating Entity has not incurred any indebtedness related to the Property except in each instance for trade payables and other customary and ordinary expenses in the ordinary course of business that will be paid and discharged in full by the Participating Entity as of the Closing Date.
Liabilities; Indebtedness. 19 5.11 Insurance................................................................................ 20 5.12
Liabilities; Indebtedness. Except as set forth on Schedule 3.1, the Contributed Entity has not incurred any indebtedness related to the Property except in each instance for trade payables and other customary and ordinary expenses in the ordinary course of business that will be paid and discharged in full by the Contributed Entity as of the IPO Closing.
Liabilities; Indebtedness. Except as disclosed in the Registration Statement, no Participating Entity has incurred any indebtedness related to any of the Properties owned by such Participating Entity except in each instance for the Allocated Debt, debt secured by Permitted Liens, trade payables which are no more than sixty (60) days past due and other customary and ordinary expenses in the ordinary course of business.
Liabilities; Indebtedness. (a) As at the Most Recent Balance Sheet Date and the Interim Balance Sheet Date, and except for Liabilities not, individually or in the aggregate, Material to the Business, each of the Company and each of its Subsidiaries did not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, subordinated or unsubordinated, matured or unmatured, accrued, absolute, contingent or otherwise, including liabilities on account of Taxes, other governmental, regulatory or administrative charges or lawsuits brought, whether or not of a kind required by GAAP to be set forth on a financial statement (collectively, “Liabilities”), that were not fully and adequately reflected or reserved against on the Most Recent Balance Sheet and the Interim Balance Sheet other than (i) those incurred since the Most Recent Balance Sheet Date in the ordinary course of business; (ii) those not, individually or in the aggregate, Material to the Business; (iii) those that were reflected on the face of the Interim Balance Sheet; and (iv) those that would not be required to be presented on a balance sheet in accordance with GAAP.
(b) Schedule 4.19(b) identifies all indebtedness of the Company and each of its Subsidiaries as of the date hereof. For purposes of this Agreement, the term “indebtedness” shall include, for any Person, (i) indebtedness created, issued or incurred for borrowed money (whether by loan or the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person), (ii) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable arising, and accrued expenses incurred, in the ordinary course of business, (iii) indebtedness of another Person secured by a lien on the property of such Person, (iv) payment obligations of such Person in respect of letters of credit, banker’s acceptances or similar instruments issued or accepted by banks and other financial institutions for the account of such Person, (v) capital lease obligations of such Person, and (vi) indebtedness of another Person guaranteed by such Person. For purposes of this Agreement, furthermore, the term “indebtedness” (as defined above) includes (vii) any indebtedne...
Liabilities; Indebtedness. Except as set forth in Schedule 2.2(m), the Company has not incurred any indebtedness related to the Hotel or the Property except in each instance for trade payables and other customary and ordinary expenses in the normal course of business.
Liabilities; Indebtedness. (a) As of the date hereof, none of the Acquired Companies has any Liability that would be required to be recorded as a liability on a balance sheet prepared in accordance with GAAP (or required to be disclosed in the footnotes thereto under GAAP), except for: (i) Liabilities reflected, reserved against or otherwise included or disclosed in the Company Balance Sheet or the notes thereto; (ii) Liabilities that have been incurred by the Acquired Companies since the date of the Company Balance Sheet in the ordinary course of business and consistent with past practices; (iii) Liabilities for performance of obligations of the Acquired Companies not yet due under Company Contracts; (iv) Liabilities described and in the amounts stated in Part 2.15(a) of the Disclosure Schedule; (v) Liabilities incurred in connection with the Contemplated Transactions and (vi) other Liabilities that, individually or in the aggregate, are not material and adverse to the Acquired Companies taken as a whole.
(b) Part 2.15(b) of the Disclosure Schedule lists all indebtedness of the Acquired Companies for borrowed money outstanding as of the date of this Agreement in excess of $250,000,000 in the aggregate (other than any such indebtedness owed to another Acquired Company).
Liabilities; Indebtedness. Except for liabilities incurred in the ordinary course of business and that would not, individually or in the aggregate, have a Sheridan Material Adverse Effect, Sheridan and its Subsidiaries do not have liabilities, direct or contingent (including but not limited to liability with respect to any Plan or, to Sheridan's knowledge, any Environmental Law) other than those provided for in the Interim Balance Sheet or disclosed in Section 3.7 of the Sheridan Disclosure Letter or the borrowings under the Sheridan Senior Credit Facility or in connection with the Series A Preferred Stock. Except as would not have a Sheridan Material Adverse Effect, Sheridan and its Subsidiaries have no Indebtedness other than (a) the Series A Preferred Stock, (b) the Indebtedness disclosed in Section 3.7 of the Sheridan Disclosure Letter and (c) the borrowings under the Sheridan Senior Credit Facility.
Liabilities; Indebtedness. Except for the Property Loans, the Company has no indebtedness or liabilities whatsoever, contingent, accrued or otherwise, except for trade payables and obligations for other customary and ordinary expenses incurred in the ordinary course of business that are not more than thirty (30) days delinquent and that have been disclosed to the Acquirer.
