No Undisclosed Debt Sample Clauses

No Undisclosed Debt. Since its date of incorporation, Buyer has had no operations except in connection with effecting the Consolidation Transactions and preparing for operation of its business after the Closing. Buyer has no material tangible assets, and except as set forth on Schedule 3.6, Buyer has no material liabilities or obligations for borrowed money or payment for services rendered to Buyer. From and after the Closing, Buyer or its Affiliates may have liabilities or obligations for money borrowed to effect the Consolidation Transactions and as a result of acquisitions by Buyer in the Consolidation Transactions, and Buyer makes no representations or warranties about any such liabilities or obligations or the absence thereof.
AutoNDA by SimpleDocs
No Undisclosed Debt. Except for those disclosed in the balance sheet and disclosure sheet attached in Appendix 2, to the knowledge of the Transferor, the Company has no unpaid debt, liability or obligation (whether accrued, absolute, contingent or others), and no unperformed undertaking or obligation of any kind (whether such undertaking or obligation is deemed at present as debt of the Company or any subsidiary, in accordance with the acknowledged accounting principles), except for those payable accounts in the normal business operation.
No Undisclosed Debt. 23 3.7 Accuracy of Information...................................................... 23
No Undisclosed Debt. The financial report includes the complete and accurate description of all the loan, debt, liabilities and guarantee incurred or reasonably expected to incur by Qianjun as of the signing date, including but not limited to any outstanding loan/borrowing by Qianjun from any of the Original Shareholders and/or any third party, and any third-party guarantee made by Qianjun for any of the Original Shareholder or any thir-party liabilities or their interest; except for the debt reflected in the financial report, there is no any other actual or contingent liabilities against or in relation to Qianjun or its assets and properties, or could affect Qianjun or its assets and properties, such liabilities do not include any single debt incurred in the ordinary course of business with an amount less than RMB50,000 or an aggreagte amount no more than RMB150,000; further, Qianjun is not a guarantor, party to compensate, promisor or any other obligor on any liabilities of the Original Shareholder, Guarantors or any third-party. Among these, all the group debt undertaken by Qianjun to the Original Shareholders, Guarantor and their respective affiliates as shown in Exhibit 7 Confirmation Letter of Group Debt, after the Buyer makes the payment to the group creditor to settle the the debt owed by the Target to the group creditor pursuant to Article 2.2 of this Agreement, Qianjun owes no outstanding debt to each of the Guarantors and their affiliates.
No Undisclosed Debt. Except for those disclosures reflected in or prepared for the balance sheet, or taken place after the date of the balance sheet and reflected in disclosure sheet in Appendix 2, the Company has no unpaid debt or any liability or obligation (whether is accrued, absolute, contingent or others), and no unperformed undertaking or obligation in any kind (whether such undertaking or obligation is deemed at present as debt of the Company or any subsidiary, in accordance with the acknowledged accounting principles), except for those payable accounts in the normal business operation.
No Undisclosed Debt. Except for (i) liabilities disclosed or accrued in the statements; (ii) non material liabilities incurred in the ordinary course of business since the statement date; (iii) liabilities disclosed in other parts of this Agreement, there are no actual or contingent liabilities of the target company and its affiliated companies on the day of signing this Agreement.
No Undisclosed Debt. School does not have any debt that has not been disclosed to the Client in writing.
AutoNDA by SimpleDocs

Related to No Undisclosed Debt

  • No Undisclosed Liabilities The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports and Other Written Information, other than those incurred in the ordinary course of the Company's businesses since December 31, 2000 and which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company's financial condition.

  • No Undisclosed Contracts There is no Contract or document required by the Securities Act or by the Rules and Regulations to be described in the Registration Statement, the Time of Sale Disclosure Package or in the Final Prospectus or to be filed as an exhibit to the Registration Statements which is not so described or filed therein as required; and all descriptions of any such Contracts or documents contained in the Registration Statement, the Time of Sale Disclosure Package and in the Final Prospectus are accurate and complete descriptions of such documents in all material respects. Other than as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, no such Contract has been suspended or terminated for convenience or default by the Company or any subsidiary party thereto or any of the other parties thereto, and neither the Company nor any of its subsidiaries has received notice, and the Company has no knowledge, of any such pending or threatened suspension or termination.

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • No Undisclosed Material Liabilities There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

  • No Undisclosed Liabilities; Indebtedness (a) Neither the Fund nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise), and there is no existing fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations, except liabilities or obligations (i) disclosed in the Fund SEC Reports filed and publicly available prior to the date hereof or (ii) incurred in the ordinary course of business since June 30, 2004 which do not have, and could not reasonably be expected to have, individually or in the aggregate, a Fund Material Adverse Effect.

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • No Undisclosed Relationships No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

  • Financial Statements; No Undisclosed Liabilities The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Time is Money Join Law Insider Premium to draft better contracts faster.