Undisclosed Liabilities; Commitments Sample Clauses

Undisclosed Liabilities; Commitments. Except as disclosed in the InterWireless Disclosure Schedule, to the actual knowledge of InterWireless, neither InterWireless nor any of its Subsidiaries has any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, and, to the actual knowledge of InterWireless, there is no basis for the assertion against InterWireless or any of its Subsidiaries of any such debt, guaranty, liability or obligation, (a) that were not accrued or reserved against in the InterWireless Financial Statements; (b) that were incurred after the date of the Latest InterWireless Balance Sheet, other than in the ordinary course of business; or (c) that in the aggregate have or can reasonably be expected to have a Material Adverse Affect on InterWireless or any of its Subsidiaries. InterWireless and any of its Subsidiaries have in all material respects performed all contracts, agreements and commitments to which it is a party, and there is not, to the actual knowledge of InterWireless, under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
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Undisclosed Liabilities; Commitments. Except as disclosed in Section 2.11(a) of the Disclosure Schedule, the Company has no Indebtedness, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, and there is no basis for the assertion against the Company of any such Indebtedness, liability or obligation, that were not accrued or reserved against in the Financial Statements. Except as set forth in Section 2.11(b) of the Disclosure Schedule, the Company has performed all Contracts or Agreements to which the Company is a party, and there is not under any such Contracts or Agreements any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
Undisclosed Liabilities; Commitments. Except as disclosed in the DarkHorse Financial Statements or in DarkHorse's Disclosure Schedule, DarkHorse does not have any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, and there is no basis for the assertion against DarkHorse of any such debt, guaranty, liability or obligation (a) that was not accrued or reserved against in the DarkHorse Financial Statements; (b) that was incurred after February 29, 1996, other than in the ordinary course of business; or (c) that in the aggregate has or can reasonably be expected to have a Material Adverse Effect on DarkHorse. DarkHorse has in all material respects performed all contracts, agreements and commitments to which it is a party, and there is not under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
Undisclosed Liabilities; Commitments. Except as disclosed in the PacificNet Disclosure Schedule, to the actual knowledge of PacificNet, neither PacificNet nor any of its Subsidiaries has any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, and, to the actual knowledge of PacificNet, there is no basis for the assertion against PacificNet or any of its Subsidiaries of any such debt, guaranty, liability or obligation, (a) that were not accrued or reserved against in the PacificNet Financial Statements; (b) that were incurred after the date of the Latest PacificNet Balance Sheet, other than in the ordinary course of business; or (c) that in the aggregate have or can reasonably be expected to have a Material Adverse Affect on PacificNet or any of its Subsidiaries. PacificNet and any of its Subsidiaries have in all material respects performed all contracts, agreements and commitments to which it is a party, and there is not, to the actual knowledge of PacificNet, under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
Undisclosed Liabilities; Commitments. Except as disclosed in the HomeLoan Disclosure Schedule, HomeLoan does not have any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, (a) that were not accrued or reserved against in the HomeLoan Financial Statements; (b) that were incurred by HomeLoan, other than in the ordinary course of business; or (c) that in the aggregate have or can reasonably be expected to have a Material Adverse Effect on HomeLoan. HomeLoan has in all material respects performed all contracts, agreements and commitments to which it is a party, and to the knowledge of HomeLoan, there is not under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
Undisclosed Liabilities; Commitments. Except as disclosed in the Loraca Disclosure Schedule, Loraca does not have any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, (a) that were not accrued or reserved against in the Loraca Financial Statements; (b) that were incurred after Loraca, other than in the ordinary course of business; or (c) that in the aggregate have or can reasonably be expected to have a Material Adverse Effect on Loraca. Loraca has in all material respects performed all contracts, agreements and commitments to which it is a party, and to the knowledge of Loraca, there is not under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
Undisclosed Liabilities; Commitments. Except as disclosed in the Solid Disclosure Schedule, neither Solid nor any of its Subsidiaries has any debts, guaranties, liabilities or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, and, to the best knowledge of Solid, there is no basis for the assertion against Solid or any of its Subsidiaries of any such debt, guaranty, liability or obligation, (a) that were not accrued or reserved against in the Solid Financial Statements; (b) that were incurred after the Balance Sheet Date, other than in the ordinary course of business; or (c) that in the aggregate have or can reasonably be expected to have a Material Adverse Affect on Solid or any of its Subsidiaries. Solid and any of its Subsidiaries have in all material respects performed all contracts, agreements and commitments to which any is a party, and there is not under any such contracts, agreements or commitments any existing default or event of default or event which with notice or lapse of time or both would constitute a default.
Sample 1
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Related to Undisclosed Liabilities; Commitments

  • 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).

  • 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 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.

  • SEC Documents; Undisclosed Liabilities The Company (and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

  • 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.

  • Absence of Undisclosed Liabilities Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

  • 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 .

  • Company SEC Documents; Undisclosed Liabilities 3.5.1 Since July 1, 2013 (the “Applicable Date”), the Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, (i) there has been no material correspondence between the SEC and the Company since the Applicable Date that is not publicly available or that is not set forth or reflected in the Company SEC Documents, or that has not otherwise been disclosed to Parent prior to the date of this Agreement and (ii) the Company has not received written notice from the SEC since the Applicable Date that any of the Company SEC Documents is the subject of ongoing SEC review.

  • Financial Statements; Undisclosed Liabilities The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

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