Undisclosed Liabilities and Obligations. The Company has no Liabilities (whether or not required to be reflected in financial statements prepared in accordance with GAAP, and whether due or to become due) except to the extent reflected and adequately reserved against in the most recent Financial Information or in the financial materials provided to Purchaser. Schedule 4.6 sets forth a complete and correct list of all Indebtedness of the Company, as of the date of this Agreement and identifies the creditor, creditor’s address, the type of instrument under which the Indebtedness is owed, the amount of the Indebtedness, and any offset rights as of the Closing Date. It is agreed that the listing of any Indebtedness in Schedule 4.6 shall not affect the obligations of Parent to indemnify Purchaser, Merger Subsidiary and Surviving Corporation for any breach of any of the representations and warranties set forth in this Agreement, including without limitation, in Section 2.24. At Closing, the Company will have no Indebtedness to Xxxxx Fargo under the Company Factoring Agreement, except as set forth in the Payoff Letter. No Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any Lien on its properties or assets. With respect to each item of Indebtedness, the Company is not in default and no payments are past due. With respect to all trade payables, the Company is current in payment, in accordance with all applicable agreed terms of payment. The Company has not received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness or trade payable that has not been fully remedied and withdrawn. The consummation of the Transactions will not cause a default, breach or an acceleration, automatic or otherwise, of any conditions, covenants or any other terms of any item of Indebtedness. The Company has not guaranteed and is not responsible or liable for any Indebtedness of any other Person.
Undisclosed Liabilities and Obligations. To the knowledge of the Sellers, except for those items set forth on the Financial Statements or otherwise disclosed to Buyer, the Company has no material unpaid debt, obligations or liability, accrued, contingent or otherwise (asserted or unasserted), as of the date hereof.
Undisclosed Liabilities and Obligations. Except as disclosed on Schedule 10.9, TXEN has no liabilities or obligations, whether fixed or contingent, known or unknown, other than:
Undisclosed Liabilities and Obligations. Except as and to the extent disclosed in the most recent financial statements referred to in Section 2.7 or in Schedule 2.8, to the best knowledge of each FRES Participant, the Partnership does not have any liability or obligation of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise.
Undisclosed Liabilities and Obligations. Except as otherwise set forth in Schedule [ ], the Company is not aware that, since December 31, 2006, it has incurred any material liability of any nature whatsoever, whether absolute, accrued, contingent, determined, determinable or otherwise nor has there occurred any condition, situation or set of circumstances that would reasonably be expected to result in such a material liability, in each case other than liabilities in usual amounts incurred in the ordinary course of the business, consistent with past practices, of the Company, or reflected in the Financial Statements.
Undisclosed Liabilities and Obligations. To the best of any Seller's or any Member's knowledge, no Seller has any Liabilities except to the extent reflected or reserved against in the Most Recent Financial Statements.
Undisclosed Liabilities and Obligations. The Financial Statements reflect all material liabilities of Company, accrued, contingent or otherwise (known or unknown and asserted or unasserted) arising out of transactions effected or events occurring on or prior to the date hereof and as of the Closing Date. All reserves shown in the Financial Statements are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Financial Statements, Company is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership or other entity, and there is no basis for the assertion of any other claim or liability of any nature or in any amount which, singularly or in the aggregate, are material.
Undisclosed Liabilities and Obligations. Except as set forth in Schedule 3.5 of the Disclosure Letter, the Company has no liabilities or obligations of any kind, whether known or unknown, whether accrued, absolute, secured or unsecured, fixed, contingent or otherwise, other than the Assumed Liabilities. There are no material claims, liabilities or obligations nor, to the knowledge of the Company or Xxxxx, any basis for assertion against the Company of any material claim, liability or obligation, of any nature in any amount. The Company has not agreed, by contract or otherwise, to indemnify any Person or entity for or against any claims (whether for interference, intellectual property infringement, misappropriation, or other matters).
Undisclosed Liabilities and Obligations. To the knowledge of the Contributor, no Contributor and none of the Contributed Assets will be subject to any liability or obligation whatsoever arising from the ownership of the Contributed Assets prior to the Closing Date, or otherwise, except for Assumed Obligations. For purposes of this Section 3, the phrase "to its knowledge" shall mean the actual, not constructive, knowledge of (i) Xxxx X. Xxxxxxxx, (ii) Xxxxxx X. Xxxxxxxxx, or Xxxxxx Xxxxx.
Undisclosed Liabilities and Obligations. Except as set forth on Schedule 5.6, the Selling Entity has no Liabilities except to the extent reflected or reserved against in the Most Recent Financial Statements or incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Financial Statements.
