Common use of Undisclosed Liabilities and Obligations Clause in Contracts

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offset or counterclaim with respect to any item of Indebtedness or trade payable that has not been fully remedied and withdrawn.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. 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 Seller to indemnify Purchaser, Merger Subsidiary Purchaser and Surviving Corporation Company 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. With respect to payroll, Company has paid all payroll obligations through all dates payroll obligations were due and payable prior to the date hereof. 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. 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. With respect to payroll, the Company has paid all payroll obligations through all dates payroll obligations were due and payable prior to the date hereof. 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. 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 Seller to indemnify Purchaser, Merger Subsidiary Purchaser and Surviving Corporation Company 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. With respect to payroll, Company has paid all payroll obligations through all dates payroll obligations were due and payable prior to the date hereof. 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.. 4.7