No Undisclosed Assets or Liabilities. Except as disclosed in the NHT Financial Statements, NHT does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, "Liabilities"), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, NHT shall have no properties or assets of any kind, whether real personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.
No Undisclosed Assets or Liabilities. Except as disclosed in the Lenco Financial Statements, Lenco does not have any Liabilities, and, to the Knowledge of Lenco, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in any Liability, including without limitation any liabilities for foreign, federal, state, local or other Taxes.
No Undisclosed Assets or Liabilities. Except as disclosed in the CTI Financial Statements, CTI does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, "Liabilities"), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, CTI shall have no properties or assets of any kind, whether real personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.
No Undisclosed Assets or Liabilities. Except as disclosed in the Buyer Financial Statements, Buyer does not have any Liabilities, and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties).
No Undisclosed Assets or Liabilities. Except as disclosed in the PMW Financial Statements, PMW does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, “Liabilities”), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, PMW shall have no Liabilities other than (i) up to $125,000 in unsecured accounts payable or accrued expenses, and (ii) up to $1,200,000 in long term debt.
No Undisclosed Assets or Liabilities. Except as disclosed in the DVOP Financial Statements, DVOP does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, "Liabilities"), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, DVOP shall have no properties or assets of any kind, whether real personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.
No Undisclosed Assets or Liabilities. Except as disclosed in the GSMC Financial Statements, GSMC does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, "Liabilities"), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, GSMC shall have no properties or assets of any kind, whether real, personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.
No Undisclosed Assets or Liabilities. Except as disclosed in the SLTS Financial Statements, SLTS does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, “Liabilities”), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, SLTS shall have no properties or assets of any kind, whether real, personal or intangible and whether owned or leased (other than cash, cash equivalents or marketable securities) and no Liabilities.
No Undisclosed Assets or Liabilities. Except as disclosed in the PMW Financial Statements, PMW does not have any liabilities, indebtedness or obligations, whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due (collectively, “Liabilities”), and, there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a Liability, including without limitation any Liabilities for foreign, federal, state, local or other taxes (including deficiencies, interest and penalties). As of the Closing Date, PMW shall have no Liabilities other than up to $165,000 in post-petition accounts payable or accrued expenses (reduced by any amounts paid by TPN pursuant to Section 6.14 of this Agreement). For clarity, PMW’s expenses include, without limitation, those expenses arising from or in connection with (i) the transactions contemplated by this Agreement, and (ii) PMW’s petition for relief under the United States Bankruptcy Code in the United States Bankruptcy Court for the Central District of California, Riverside Division (the “Bankruptcy Court”) and any pre- and post-bankruptcy confirmation matters.
No Undisclosed Assets or Liabilities. Except as set forth on Schedule 3.16 or otherwise disclosed to the Stockholders prior to the date hereof, Buyer has no assets nor any material liabilities of any character whatsoever, whether or not accrued and whether or not determined or determinable (including, without limitation, tax liabilities due or to become due), other than (i) assets and liabilities disclosed in the Buyer Balance Sheet and (ii) liabilities, none of which has been materially adverse to the business or assets of Buyer, incurred in the ordinary course of business subsequent to the date of the Buyer Balance Sheet.
