Liabilities of the Companies. As of the Closing, other than with respect to corporate-wide services provided by Dynegy or its Affiliates, each of the Companies with respect to its applicable Station (and except as would not have a Material Adverse Effect):
(a) has good and marketable title to, to the extent presently leased by Dynegy or its Affiliates, valid title to the leasehold estate (as lessee) in, the real property at the location of the Station and as used by the Companies in the ordinary course of the Business (and subject to any licenses, easements and other property rights granted in the ordinary course of the Business or other Permitted Liens, including “Permitted Liens” as defined in the Merger Agreement (other than Liens securing “Indebtedness” as defined in the Merger Agreement or as set forth in Schedule 4.7(a)));
(b) has good and marketable title to, to the extent presently leased by Dynegy or its Affiliates, valid title to the leasehold estate (as lessee) in, the personal property or fixtures representing the Station (and subject to any licenses, easements and other property rights granted in the ordinary course of business or other Permitted Liens, including “Permitted Liens” as defined in the Merger Agreement (other than Liens securing “Indebtedness” as defined in the Merger Agreement or as set forth in Schedule 4.7(b)));
(c) except as set forth on Schedule 4.7(c), holds all permits presently held by Dynegy or its Affiliates relating exclusively to the Business as operated in the ordinary course consistent with past practice and holds all contracts necessary for the operation of the Business in the ordinary course consistent with past practice; and
(d) has no Liabilities other than as set forth on Schedule 4.7(d) and (i) Liabilities reflected on the financial statements, including any reserves, as contained in any of the Dynegy SEC Reports, to which the relevance of such item with respect to the Companies is reasonably apparent; (ii) Liabilities incurred in the ordinary course of the Business; (iii) Liabilities reflected in Closing Date Balance Sheet; or (iv) Liabilities arising from the ownership, maintenance or operation of the Station by the Companies in the ordinary course of the Business consistent with past practice.
Liabilities of the Companies. Except as disclosed on Schedule 4.12 hereto, neither of the Companies has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected on the Current Balance Sheet and not heretofore paid or discharged, (b) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), and (c) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which, in accordance with GAAP consistently applied, were not required to be recorded thereon.
Liabilities of the Companies. The Companies have no liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected on the Current Balance Sheet and not heretofore paid or discharged, (b) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), (c) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which, in accordance with GAAP consistently applied, were not required to be recorded thereon and which, in the aggregate, are not material. Schedule 3.11 lists all indebtedness owed by the Companies to a bank or any other Person, including without limitation, indebtedness for borrowed money (including principal and accrued but unpaid interest) and capitalized equipment leases of the Companies.
Liabilities of the Companies. During the existence of the JVA, neither companies shall be liable for any obligations of the other company created without the express approval of both REALEZA and ABC. The companies shall each be responsible for losses on their particular undertaking on any projects any awarded to the JVA.
Liabilities of the Companies. Neither Company has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except as set forth on Schedule 1.6. Schedule 1.6 includes all indebtedness owed by each Company as of the date hereof to a bank or any other Person, including, without limitation, indebtedness for borrowed money (including principal and accrued but unpaid interest) and remaining payments on capitalized equipment leases, of each Company. Schedule 1.6 also includes all contingent liabilities of each Company (and the amount of such liabilities) including without limitation, those resulting from deposits, fees or any other form of payments, in cash or kind, previously received by either Company for the establishment of customer websites or other services which have not been completed or otherwise provided.
Liabilities of the Companies. Net Worth. Except as set forth on Schedule 5.11, none of the Companies has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, in excess of $10,000 individually or in the aggregate, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP), which individually or in the aggregate, (i) has not been reflected in the Current Balance Sheet, or (ii) has not arisen in the ordinary course of the Company's business consistent with past practice since the date of the Current Balance Sheet. The Net Worth of Companies as set forth on the Current Balance Sheet is greater than $3,500,000 and on the Closing Date, the Net Worth of the Companies, determined in a manner consistent with the Current Balance Sheet (except that inventory will be valued in accordance with Section 5.29) will be at least $3,500,000.
Liabilities of the Companies. None of the Companies has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected on the Current Balance Sheet and not heretofore paid or discharged, (b) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), and (c) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which, in accordance with GAAP consistently applied, were not required to be recorded thereon (none of which relate to any default by any of the Companies under any Contract or obligation).
Liabilities of the Companies. After the Closing, Purchaser, ValidSoft and ValidSoft UK shall timely, jointly and severally pay and shall be jointly and severally liable for all Liabilities, Damages and obligations of the Companies, whether such Liabilities, Damages or obligations arose or accrued before or after the Closing, and shall indemnify Seller and its Representatives therefore in accordance with Article VI, below.
Liabilities of the Companies. Buyer acknowledges the existence of the liabilities of the Companies under the Permitted Exceptions (as defined in Section 8 herein) and the Leases, and provided that the Transaction closes in accordance with Section 6 herein, agrees to accept the Membership Interests and the Properties subject to all the terms and conditions contained in the Permitted Exceptions and the Leases.
Liabilities of the Companies. The Company has no Liabilities except for: (i) Liabilities reflected or reserved against in the Company’s Balance Sheet, the Company’s Interim Balance Sheet, or the Effective Time Balance Sheet, (ii) current Liabilities incurred in the ordinary course of business since the date of the Company’s Interim Balance Sheet which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect.
