Undisclosed Liabilities; Indebtedness. The Company does not have any Liability that is not shown on or provided for in the Financial Statements, other than Liabilities incurred or accrued in the ordinary course consistent with past practice since January 1, 2013 and reflected in the calculation of Net Working Capital pursuant to Section 2.2. Except as set forth on Section 3.5 of the Transferor Disclosure Schedule, the Company does not have any outstanding Indebtedness.
Undisclosed Liabilities; Indebtedness. (a) Except as and to the extent specifically disclosed in the Filed Company SEC Documents or accrued on the June 30, 2003 balance sheet included in the Filed Company SEC Documents, or as set forth in Section 3.20(a) of the Company Disclosure Schedule, and except for liabilities incurred in the ordinary course of business consistent with prior practice and otherwise not in contravention of this Agreement, neither the Company nor any of its subsidiaries have any liabilities or obligations of any nature (whether absolute, contingent or otherwise, and whether or not required to be reflected or reserved against in a consolidated balance sheet of the Company and its subsidiaries prepared in accordance with United States generally accepted accounting principles) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
(b) Except as and to the extent specifically disclosed on Section 3.20(b) of the Company Disclosure Schedule (indicating the dollar amount of Indebtedness outstanding, the person or entity to whom such Indebtedness is owed and the agreement under which such Indebtedness was incurred), as of the date hereof neither the Company nor any of its subsidiaries have incurred or have outstanding any Indebtedness. For purposes of this
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 3.7(a) of the Seller Disclosure Schedule, the Target Companies have no material Liabilities, except for (i) Liabilities under the Company Contracts or Liabilities disclosed in the Financial Statements, (ii) Liabilities which have arisen since the Acquisition Balance Sheet Date incurred in the ordinary course of business consistent with past practice (none of which results from any breach of contract), or (iii) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 3.7(a), “a material Liability” shall mean a Liability that, individually or in the aggregate with related Liabilities, involves amounts in excess of $100,000.
(b) Except as set forth in Schedule 3.7(b) of the Seller Disclosure Schedule, the Target Companies have no Indebtedness or Transaction Expenses.
(c) Schedule 3.7(c) of the Seller Disclosure Schedule sets forth a list of all employees of the Target Companies and other Persons who have contractual rights to any of the proceeds of this Agreement or otherwise have rights to a payment (a) relating to Transaction Expenses, (b) contingent upon the signing of and/or consummation of the transaction contemplated by this Agreement or (c) relating to services or goods rendered in connection with the evaluation of, negotiation of or entering into this Agreement.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 4.9(a), there is no liability, debt or obligation (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) of the Company or any of its Subsidiaries, except for liabilities and obligations (i) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (ii) that have arisen since the Balance Sheet Date in the ordinary course of business of the Company and its Subsidiaries (none of which relate to any breach of Contract, breach of warranty, tort, infringement, violation of Law, Order, Action or, to the knowledge of the Company, COVID-19 Measure), (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(b) Other than as set forth in the Interim Financial Statements or on Schedule 4.9(b), there is no Indebtedness of the Company and its Subsidiaries as of the date hereof.
(c) Neither the Company nor any of its Subsidiaries has applied for or received any loan, exclusion, forgiveness or other item pursuant to any COVID-19 Measure, including, but not limited to, any “Paycheck Protection Program” loan, “Economic Stabilization Fund” loan or other United States Small Business Administration loan.
(d) Following the Closing, neither the Company nor any of its Subsidiaries shall have any liability for or relating to the Restructuring.
Undisclosed Liabilities; Indebtedness. (a) The Company and MDI do not and will not have any Liabilities, except for: (a) Liabilities reflected or reserved against, or which will be reflected or reserved against, on the face (rather than in any notes thereto) of the Interim Balance Sheet, (b) Liabilities which have or will arise after the date of the Interim Balance Sheet in the Ordinary Course of Business and fully reflected on the Audited Closing Balance Sheet, none of which results from, arises out of, relates to, is in the nature of or was caused by any Breach of contract, Breach of warranty, tort, infringement violation of Law, claim or Proceeding, and (c) any Liabilities disclosed on Schedule 4.16(a). Except as set forth on Schedule 4.16(a), no Person that is party to any Indebtedness incurred by the Company or MDI has the right to accelerate the payment of such Indebtedness on demand.
(b) Except as set forth on Schedule 4.16(b), the Company and MDI have no Indebtedness. Schedule 4.16(b) sets forth a correct and complete list of each Liability constituting Indebtedness, including the name of the lender thereof, the original principal amount, the outstanding amount of principal, accrued unpaid interest and any fees payable thereon as of the First Installment Closing Date and a per diem value for any such interest and/or fees. A true, accurate and complete copy of each Contract pertaining to any Indebtedness has been delivered to Purchaser.
Undisclosed Liabilities; Indebtedness. None of the Group Companies have any liabilities or obligations, except (a) liabilities disclosed, reflected or reserved for in the Audited Consolidated Financial Statements, (b) liabilities of the same nature as those set forth on the Audited Consolidated Balance Sheet and incurred in the ordinary course of business consistent with past practice after the Balance Sheet Date and that are not, individually or in the aggregate, material in amount, and (c) as listed on Schedule 3.21. Schedule 3.21 lists each item of Indebtedness of the Company as of the date hereof and the outstanding balance thereof. The Company is not in default of its obligations under its Indebtedness.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 4.9(a), there is no material liability, debt or obligation of the Company or any of its Subsidiaries, except for liabilities and obligations (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of the operation of business of the Company and its Subsidiaries (none of which relate to a breach of Contract, breach of warranty, tort, infringement, violation of Law, Governmental Order, Permit or any Action), or (c) incurred in connection with the transactions contemplated by this Agreement.
(b) Schedule 4.9(b) sets forth, as of July 31, 2018, a true, correct and complete accounting of the Funded Debt of the Company and its Subsidiaries. The Company and each of its Subsidiaries have performed in all material respects all of its obligations required to be performed by it under each document evidencing its Funded Debt.
(c) Except as set forth on Schedule 4.9(c), neither the Company nor any Subsidiary has any outstanding liability, including, without limitation, amounts owing as deferred purchase price, including all seller notes and “earn-out” payments, in respect of the acquisition of any business or division, equity interests or all or a material portion of the assets of any Person.
Undisclosed Liabilities; Indebtedness. (a) Except for liabilities and obligations (i) set forth or adequately provided for in the consolidated balance sheet of the Acquired Companies as of the Interim Balance Sheet Date, (ii) incurred in the Ordinary Course of Business since the Interim Balance Sheet Date, (iii) incurred in connection with this Agreement or the Contemplated Transactions, or (iv) set forth in Section 3.17(a) of Seller’s Disclosure Statement, no Acquired Company has any liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable. Except as set forth in Section 3.17(a) of Seller’s Disclosure Statement, none of the Acquired Companies has any Debt.
(b) Section 3.17(b) of Seller’s Disclosure Statement sets forth a list of each loan, application for assistance or stimulus payment that the Acquired Companies received or for which the Acquired Companies applied pursuant to any COVID-19 Measures, including any Paycheck Program Protection loan, Economic Stabilization Fund loan, other United States Small Business Administration loan, Provider Relief Fund or Medicare Advance Payment (collectively, the “COVID-Assistance”). All certifications, representatives, and indications made by or on behalf of the Acquired Companies to any Person, including any Governmental Body, in connection with the COVID-19 Assistance were correct and complete in all material respects and were prepared in material compliance with all applicable Legal Requirements. The Acquired Companies used the proceeds from the Provider Relief Funds solely for the purposes permitted by the CARES Act, as described in the applicable Provider Relief Fund Terms and Conditions and any DHHS guidance related thereto. The Acquired Companies have complied with, and continue to comply with, all aspects of the Provider Relief Fund program under the CARES Act, including any applicable reporting and auditing requirements. The Company and the Acquired Companies have taken commercially reasonable efforts to maintain accounting records associated with the Provider Relief Funds received by or on behalf of the Acquired Companies in compliance with the applicable Provider Relief Fund Terms and Conditions and related guidance available as of the date hereof.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, neither the Company nor any of the Operating Subsidiaries have any liabilities that would have been required to be reflected on the Balance Sheet or in the notes thereto in accordance with GAAP and were not so reflected, other than (i) as disclosed in, set forth on, or reflected or reserved against in the Company Financial Statements, (ii) those incurred in the Ordinary Course of Business since the Balance Sheet Date, (iii) those included in the calculation of the Closing Payments, (iv) those that are repaid, terminated, forgiven, settled, cancelled or otherwise extinguished at Closing pursuant to the terms of this Agreement, (v) those incurred in connection with the Transactions or (vi) those that would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Section 3.6(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all Indebtedness of the Group Companies.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries have any liabilities, indebtedness, expense, claim, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise (and whether or not required to be reflected on the Balance Sheet or in the notes thereto in accordance with GAAP and were not so reflected), other than (i) as disclosed in, set forth on, or reflected or reserved against in the Company Financial Statements, (ii) those incurred in the Ordinary Course of Business since the Balance Sheet Date, (iii) those included in the calculation of the Closing Payments, or (iv) those that are repaid, terminated, forgiven, settled, cancelled or otherwise extinguished at Closing pursuant to the terms of Section 1.9(e) this Agreement.
(b) Section 3.6(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all Indebtedness of the Group Companies.
