Other Monetary Liabilities Clause Samples
Other Monetary Liabilities. The Owners are not liable for any monetary liability of at least EUR 50,000 (not including indebtedness for borrowed money, which is addressed in Section 4.9) which would be required by United States GAAP to be reflected in an audited consolidated corporate balance sheet; provided that this representation shall not apply with respect to any monetary liabilities which (a) are set forth on Exhibit H attached hereto, (b) are trade payables incurred in the ordinary course of business (including pursuant to the terms of any Leases or Contracts), (c) are disclosed in the accounting books and records and Financial Statements which have been made available to Purchaser, (d) are the subject of any other representation or warranty contained in this ARTICLE IV and are specifically disclosed pursuant to such representation or warranty or are not required to be disclosed because such other representation or warranty is limited or qualified with respect to scope, dollar amount, knowledge or materiality, or (e) are based upon any matter (i) occurring, arising or accruing on or after the Closing Date except to the extent Seller is expressly obligated in respect thereof under other provisions of this Agreement, (ii) which is Purchaser’s obligation, or for which Seller is relieved of any obligations or responsibilities under Section 2.7, clauses (A) through (E) of Section 6.1 or Section 10.15, (iii) in respect of which an adjustment has been made or provided for in ARTICLE II of this Agreement, (iv) arising under any document relating to title of each Project, or (v) except for a current liability evidenced by an existing judgment, a pending litigation matter or a contractual agreement to pay an agreed sum, relating to the physical or environmental condition of each Project, including any physical or environmental condition at such Project that violates any Requirements of Law, and including any contingent claim pertaining to the physical or environmental condition of the Projects.
Other Monetary Liabilities. There are no grounds of liability for any material monetary liability connected with the Enterprises that would be required by GAAP to be reflected in a consolidated corporate balance sheet; provided that this representation shall not apply with respect to any monetary liabilities which (a) are set forth on Schedule 5.9 attached hereto, (b) are trade payables incurred in the ordinary course of business (including pursuant to the terms of any Leases or contracts), (c) are disclosed in the accounting books and records and financial information that have been made available to the Purchaser, (d) are the subject of any other representation or warranty contained in this Section 5 and are specifically disclosed pursuant to such representation or warranty or are not required to be disclosed because such other representation or warranty is limited or qualified with respect to scope, dollar amount, knowledge or materiality, or (e) are based upon any matter (i) occurring, arising or accruing on or after the Closing Date except to the extent the Sellers are expressly obligated in respect thereof under other provisions of this Agreement, (ii) that is a Purchaser’s obligation, or for which the Sellers are explicitly relieved of any obligations or responsibilities under this Agreement or (iii) arising under any document relating to title to each Project.