No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.
No Material Liabilities. No Loan Party and no Subsidiary of any Loan Party has any Indebtedness other than the Indebtedness permitted by Section 7.2.2.
No Material Liabilities. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (x) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (y) the Company has not purchased any of its outstanding capital stock; and (z) there has not been any material change in the capital stock of the Company, or in the short-term or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in or contemplated by the Prospectus.
No Material Liabilities. Since the respective dates as of which information is given in the SEC Documents and the Registration Statement, (i) neither the Company nor any of its Significant Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (ii) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (iii) there has not been any change in the capital stock of the Company or any of its Significant Subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding convertible notes, options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (iv) there has not been any material change in the Company’s long-term or short-term debt, and (v) there has not been the occurrence of any Material Adverse Effect.
No Material Liabilities. The Borrower has not undertaken any material liabilities, present or future, actual or contingent, save under the Relevant Documents.
No Material Liabilities. Since the respective dates as of which information is given in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus, (a) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, and (b) there has not been any material change in the Company’s long-term or short-term debt. Except as described in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus, there is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect..
No Material Liabilities. Seller is not subject to any material Liability (including, without limitation, unasserted claims whether known or unknown), whether absolute, contingent, accrued or otherwise, which is not shown or which is in excess of amounts shown or reserved for in the respective balance sheets, other than (a) liabilities of the same nature as those set forth in such balance sheet and incurred in the ordinary course of Seller's business after the date indicated and (b) those items not required to be accrued, footnoted or otherwise reserved for or disclosed under GAAP on a cash basis.
No Material Liabilities. (a) The transfer of the Transferring Assets and Transferring Business in Schedule 3 (Egypt) and Schedule 13 (Cambodia, Singapore and Vietnam) contemplated by this Agreement did not (at the Relevant Closing) or will not (at the Relevant Closing) result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities that have not been specifically reflected in and taken into account in the calculation of, the NBV Statements for such Transferring Assets and Transferring Business set forth on the applicable Country Schedule.
No Material Liabilities. Other than as contemplated by this Agreement, Purchaser has no outstanding material Liabilities and is a newly formed, wholly-owned subsidiary of Parent.
No Material Liabilities. Parent shall have received a certificate from the Company, validly executed by the Company’s Chief Executive Officer certifying that as of the Closing Date, the Company’s liabilities do not exceed One Million Dollars ($1,000,000) in the form of accounts payable, notes payable and accrued expenses, other than legal and accounting expenses in connection with the Merger and the Private Placement. The Company shall not be a party to or bound by any instrument or agreement relating to any material indebtedness that would limit the issuance or cancellation of any securities pursuant to this Agreement.
