Material Undisclosed Liabilities Clause Samples
The Material Undisclosed Liabilities clause serves to ensure that a party, typically the seller in a transaction, affirms there are no significant liabilities that have not been disclosed to the other party. In practice, this clause requires the seller to reveal all debts, obligations, or potential claims that could materially affect the value or operation of the business being sold, such as pending lawsuits or unrecorded debts. Its core function is to protect the buyer from unexpected financial burdens after the transaction, thereby promoting transparency and reducing the risk of post-closing disputes.
Material Undisclosed Liabilities. Other than as set forth on the Company Financial Statements, there are no material liabilities or obligations of the Company of a nature required to be disclosed on financial statements prepared in accordance with generally accepted accounting principles.
Material Undisclosed Liabilities. Tax Returns and Tax Liabilities
Material Undisclosed Liabilities. Except as related to the Filing or otherwise described in the Seller Financial Statements or the Disclosure Schedule, the Assets and the Business are not subject to any claim of any nature, absolute or contingent, involving liability in excess of $5,000 (a "Material Liability") and, to the Knowledge of the Sellers, no events have occurred and no circumstances exist that could reasonably be expected to give rise to any future Material Liability on the Acquired Assets or the Business since the date of the Interim Financial Statements, other than Material Liabilities incurred since the date of the Interim Financial Statements in the ordinary course of the operation of the Business consistent with past practice (none of which are or, to the Knowledge of the Sellers, will be liabilities for breach of contract, breach of warranties, torts, infringements or lawsuits which could reasonably be expected to have a material adverse effect on the Business or the Purchaser' ownership of the Acquired Assets).
Material Undisclosed Liabilities. Other than as set forth on the Seller Financial Statements, there are no liabilities or obligations of the Companies of a nature required to be