Common use of No Undisclosed Liabilities; Indebtedness Clause in Contracts

No Undisclosed Liabilities; Indebtedness. 1.11.1 As of the date of this Agreement and the Closing Date, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or local accounting rules and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Financial Statements; and (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 and will not be overdue as of immediately prior to the Closing Date.

Appears in 4 contracts

Samples: Strictly Confidential (Unique Logistics International, Inc.), Strictly Confidential (Unique Logistics International, Inc.), Strictly Confidential (Unique Logistics International, Inc.)

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No Undisclosed Liabilities; Indebtedness. 1.11.1 As of at the date of this Agreement and the Closing Financial Cut-off Date, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or local accounting rules and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Financial Statements; and (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 and will not be overdue as of immediately prior to the Closing Financial Cut-off Date.

Appears in 3 contracts

Samples: Strictly Confidential (Unique Logistics International, Inc.), Strictly Confidential (Unique Logistics International, Inc.), Share Sale and Purchase Agreement (Unique Logistics International, Inc.)

No Undisclosed Liabilities; Indebtedness. 1.11.1 As of the date of this Agreement and the Closing Date, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or and local accounting rules and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (ia) liabilities that are fully reflected or provided for in the Company’s Financial Statements; and (iib) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of lawLaw, claim or lawsuit), which in the aggregate are not in excess of $US$10,000 and will not be overdue as of immediately prior to the Closing Date.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Unique Logistics International, Inc.)

No Undisclosed Liabilities; Indebtedness. 1.11.1 As (a) Except as set forth on Section 2.6(a) of the date of this Agreement and the Closing DateDisclosure Schedule, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or local accounting rules GAAP and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Company Financial Statements; and (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Audited Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements Audited Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 25,000 and which will not be overdue satisfied and discharged by the Company as of immediately prior to the Closing DateClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heat Biologics, Inc.)

No Undisclosed Liabilities; Indebtedness. 1.11.1 As of at the date of this Agreement and the Closing Financial Cut-off Date, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or local accounting rules UK Accounting Standards and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Financial Statements; and (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 and will not be overdue as of immediately prior to the Closing Financial Cut-off Date.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Unique Logistics International, Inc.)

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No Undisclosed Liabilities; Indebtedness. 1.11.1 As of the date of this Agreement and the Closing Date, the (a) The Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS FRS 102 or local accounting equivalent rules applicable to the Company and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Company Financial Statements; , and (ii) liabilities incurred or arisen in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date Interim Statement of Financial Position and of a type reflected or provided for in the Year-end Interim Statement of Financial Statements Position (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 and will not be overdue as of immediately prior to the Closing Date25,000.

Appears in 1 contract

Samples: Share Purchase Agreement (Sorrento Therapeutics, Inc.)

No Undisclosed Liabilities; Indebtedness. 1.11.1 As of the date of this Agreement and the Closing Date, the (a) The Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with IFRS or local accounting rules GAAP and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or provided for in the Company’s Company Financial Statements; , and (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet Date and of a type reflected or provided for in the Year-end Financial Statements Interim Balance Sheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $10,000 25,000 and which will not be overdue satisfied and discharged by the Company as of immediately prior to the Closing DateClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

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