Liabilities of the Corporation. The Corporation has no liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in the Corporation's Most Recent Balance Sheet, except for taxes, trade payables and other obligations incurred after the date of the Corporation's Most Recent Balance Sheet in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition.
Liabilities of the Corporation. There are no liabilities or obligations of any nature (whether known or unknown, liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Corporation of any kind whatsoever, and there is no basis for any assertion against the Corporation of any liabilities or obligations, other than:
Liabilities of the Corporation on and after the Closing Date the Liabilities of the Corporation shall remain liabilities thereof and Selling Shareholders shall have no obligation, liability, or responsibility for the payment thereof.
Liabilities of the Corporation. To the best knowledge of the Vendor, there are no liabilities (contingent or otherwise) of the Corporation of any kind whatsoever, and there is no basis for any assertion against the Corporation of any liabilities of any kind, other than:
(a) the liabilities disclosed, reflected in or provided for in the Annual Financial Statements for fiscal year ended December 31, 1998 or the Closing Financial Statements;
(b) liabilities incurred since the Statement Date which were incurred in the Ordinary Course of Business and, in the aggregate, are not materially adverse to the Business; and
(c) other liabilities disclosed in this Agreement.
Liabilities of the Corporation. There are no liabilities (contingent or otherwise) of the Corporation of any kind whatsoever, and [to the best of the knowledge of the Vendor and the Shareholder] there is no basis for assertion against the Corporation of any liabilities of any kind, other than:
(a) liabilities disclosed or reflected in or provided for in the [Audited] Financial Statements or the Interim Financial Statements;
(b) liabilities incurred since the [Audited] Statements Date which were incurred in the ordinary course of the routine daily affairs of the Business and, in the aggregate, are not materially adverse to the Business; and
(c) other liabilities disclosed in this Agreement or in the schedules attached hereto.
Liabilities of the Corporation. Except for the liabilities reflected in the Balance Sheet or the documents described in Schedule 4, and all other obligations incurred in the ordinary course of business since the Balance Sheet Date, the Corporation does not have and is not subject to any liability of any nature, whether accrued, absolute, contingent or otherwise. Any other liabilities or obligations of the Corporation are hereinafter collectively referred to as the "Excluded Liabilities." Sellers shall assume and hold the Corporation and Buyer harmless from and against any and all Excluded Liabilities as provided in Section 9 The Excluded Liabilities include, without limitation, the following:
(i) Any liability for any taxes, including without limitation any state or federal gross receipts or income tax imposed on or payable by the Corporation and any sales tax, transfer or other similar tax or governmental charge associated with or arising from the business of the Corporation on or before the Effective Date (all of which shall be the sole responsibility of Sellers), except for any real estate taxes that are payable by the Corporation pursuant to the Lease and any non-delinquent personal property taxes on the other assets of the Corporation that are properly accounted for on the Balance Sheet;
(ii) Any liability under any pending, threatened or contemplated litigation or administrative proceeding, including without limitation workers' compensation claims, EEOC claims, sexual harassment allegations and other similar claims or allegations by employees or former employees of any Corporation based upon acts or events prior to the Closing Date;
Liabilities of the Corporation. There are no liabilities (fixed, contingent or otherwise) of the Corporation required to be disclosed in accordance with GAAP, other than liabilities that have been:
(a) disclosed, accurately reflected or provided for in the Financial Statements; or
(b) incurred since the Interim Financial Statements in the ordinary course of business.
Liabilities of the Corporation. Except for the liabilities reflected ------------------------------ in the Balance Sheet, the Real Property Leases, the documents described in SCHEDULE 1.1(d), and all other obligations incurred in the ordinary course of --------------- business since the Balance Sheet Date, the Corporation does not have and is not subject to any liability of any nature, whether accrued, absolute, contingent, or otherwise, other than liabilities or obligations of the Corporation which are included in the Excluded Liabilities and are subject to indemnification by the Sellers pursuant to Section 7.2 of this Agreement. There are no facts in existence which might reasonably serve as the basis for any liability or obligation of the Corporation which is not fully disclosed in this Agreement and the Schedules hereto. Except as described in SCHEDULE 4.1(g), the Corporation is --------------- and as of the Closing Date will be current in all payment obligations to which it is subject, except as otherwise agreed by Buyer.
Liabilities of the Corporation. There are no liabilities or obligations of any nature (whether liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Corporation of any kind whatsoever, other than:
(a) the liabilities disclosed, reflected in or provided for in the Annual Financial Statements;
(b) liabilities incurred since the Statement Date which were incurred in the Ordinary Course of Business and, in the aggregate, are not materially adverse to the Business; and
(c) other liabilities or obligations disclosed in this Agreement.
Liabilities of the Corporation. There are no liabilities (contingent or otherwise) of the Corporation of any kind whatsoever, and to the best of the knowledge of the Vendor there is no basis for assertion against the Corporation of any liabilities of any kind, other than:
(a) liabilities disclosed or reflected in or provided for in the Audited Financial Statements or the Interim Financial Statements;
(b) liabilities incurred since the Audited Statements Date which were incurred in the ordinary course of the routine daily affairs of the Business and, in the aggregate, are not materially adverse to the Business;
(c) liabilities incurred for lease of office equipment and computer hardware used in the Business; and
(d) other liabilities disclosed in this agreement or in the Schedules attached hereto.
