Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. Seller has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for liabilities or obligations reflected on the Base Balance Sheet and current liabilities incurred in the ordinary course of business since the date thereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Voyager Net Inc), Asset Purchase Agreement (Voyager Net Inc), Asset Purchase Agreement (Voyager Net Inc)

AutoNDA by SimpleDocs

Undisclosed Liabilities. The Seller has no liabilities Liabilities or obligations of any nature (kind, whether known or unknown and whether accrued, absolute, accruedsecured or unsecured, contingent or otherwise) except for liabilities , other than Liabilities that are disclosed in the Disclosure Schedule or obligations reflected on the Base Balance Sheet and current liabilities incurred face of the financial statements contained in the ordinary course of business since the date thereof.Seller’s annual reports on Form 10-K.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Tullys Coffee Corp), Asset Purchase Agreement (Green Mountain Coffee Roasters Inc)

Undisclosed Liabilities. Seller has no liabilities liabilities, obligations or obligations commitments of any nature (whether whatsoever, asserted or unasserted, known or unknown and whether absoluteunknown, accruedabsolute or contingent, contingent accrued or otherwiseunaccrued, matured or unmatured, or otherwise (“Liabilities”), except (a) except for liabilities those which are adequately reflected or obligations reflected on reserved against in the Base Balance Sheet as of the Balance Sheet Date, and current liabilities (b) those which have been incurred in the ordinary course of business consistent with past practice since the date thereofBalance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement

Undisclosed Liabilities. The Seller has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent contingent, or otherwise) except for liabilities or obligations reflected on or reserved against in the Base Balance Sheet and current liabilities Seller Financial Statements incurred in the ordinary course of business since the date thereofor such liabilities or obligations disclosed in Schedule 2.01 (g).

Appears in 2 contracts

Samples: Share Exchange Agreement (Big Time Holdings, Inc.), Share Exchange Agreement (Big Time Holdings, Inc.)

Undisclosed Liabilities. Seller has no liabilities does not have any liabilities, obligations or obligations commitments of any nature (whether whatsoever with respect to the Purchased Assets, asserted or unasserted, known or unknown and whether absoluteunknown, accruedabsolute or contingent, contingent accrued or otherwise) except for liabilities unaccrued, matured or obligations reflected on the Base Balance Sheet and current liabilities incurred in the ordinary course of business since the date thereofunmatured or otherwise (“Liabilities”).

Appears in 2 contracts

Samples: Asset Purchase Agreement (New Jersey Mining Co), Asset Purchase Agreement (New Jersey Mining Co)

Undisclosed Liabilities. Seller has Sellers have no liabilities debt, liability or obligations obligation of any nature (kind, whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise, including, without limitation, any liability or obligation on account of Taxes or any governmental charges or penalty, interest or fines, except: (a) except for those liabilities or obligations reflected on the Base Balance Sheet and current liabilities incurred in the ordinary course of business since the date thereof.Financial Statements; (b) liabilities disclosed on SCHEDULE

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

Undisclosed Liabilities. Seller has no Sellers do not have any material liabilities or obligations of any nature (whether known or unknown and whatsoever, whether absolute, accrued, contingent contingent, determined, determinable or otherwise, nor has there occurred any condition, situation or set of circumstances that could reasonably result in such liabilities, in each case other than (i) except for liabilities or obligations reflected on the Base Balance Sheet and current liabilities in usual amounts incurred in the ordinary course Ordinary Course of business since Business, or (ii) liabilities set forth on the date thereofface of the Most Recent Balance Sheet.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Holdings Corp)

Undisclosed Liabilities. No Seller has no any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for liabilities or obligations reflected on the Base Balance Sheet and Sheet, current liabilities incurred in the ordinary course of business since the date thereofthereof and any liabilities disclosed in Schedule 2.26 attached hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Voyager Net Inc)

Undisclosed Liabilities. Seller has no liabilities or obligations of ----------------------- any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for liabilities or obligations reflected on the Base Balance Sheet and current liabilities incurred in the ordinary course of business since the date thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Voyager Net Inc)

Undisclosed Liabilities. Seller has is aware of no material liabilities or obligations of any nature (relating to the Assets, whether known fixed, contingent, matured, or unknown and whether absoluteunmatured, accruedwhich are not shown or otherwise expressly disclosed in this Agreement, contingent or otherwise) within its attachments, except for liabilities or and obligations reflected on the Base Balance Sheet and current liabilities incurred arising in the ordinary course of business since the date thereofbusiness, none of which are materially adverse.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chapeau Inc)

Undisclosed Liabilities. As of the date hereof, Seller has no material obligations or liabilities or obligations of any nature (whether known or unknown and nature, whether absolute, accrued, fixed, contingent or otherwise) , whether due or to become due with respect to or in connection with the Business, except for liabilities or obligations reflected on and to the Base Balance Sheet and current liabilities incurred extent disclosed in the ordinary course of business since the date thereofFinancial Statements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Silver Falcon Mining, Inc.)

Undisclosed Liabilities. Seller has no liabilities or obligations of any nature related to the Business (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for liabilities or obligations reflected on the Base Balance Sheet and current liabilities incurred in the ordinary course of business since the date thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vertical Health Solutions Inc)

Undisclosed Liabilities. The Seller has no liabilities or monetary obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent contingent, or otherwise) except for such liabilities or obligations reflected on or reserved against in the Base Balance Sheet and current liabilities Seller Financial Statements, incurred in the ordinary course of business since after the date thereofSeller Balance Sheet Date, or disclosed in Schedule 3.7.

Appears in 1 contract

Samples: Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)

AutoNDA by SimpleDocs

Undisclosed Liabilities. The Seller has no liabilities or obligations of any nature (obligations, whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise, which are material to the Business or the Assets taken as a whole, except (i) except for liabilities or obligations reflected disclosed on the Base Balance Sheet Schedule 5.22 and current liabilities incurred in the ordinary course of business since the date thereofother Schedules hereto and (ii) liabilities or obligations disclosed in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teletouch Communications Inc)

Undisclosed Liabilities. The Seller has no liabilities or obligations of any nature (obligations, whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise, which are material to the Business or the Assets taken as a whole, except (i) except for liabilities or obligations reflected disclosed on the Base Balance Sheet and current liabilities incurred Schedule 5.22 or in the ordinary course of business since the date thereofother Schedules hereto and (ii) liabilities or obligations disclosed in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teletouch Communications Inc)

Undisclosed Liabilities. Seller has no does not have any material liabilities or obligations of any nature (nature, whether known accrued, absolute, contingent, unliquidated, civil, criminal or unknown otherwise and whether absolutedue or to become due, accrued, contingent or otherwise) except for other than liabilities or obligations reflected that would have a Material Adverse Effect on the Base Balance Sheet and current liabilities incurred title to the technology covered in the ordinary course of business since the date thereofthis agreement.

Appears in 1 contract

Samples: Acquisition Agreement (BRL Holdings Inc)

Undisclosed Liabilities. The Seller has no does not have any liabilities or obligations of any nature (whether known or unknown unknown, whether absolute or contingent whether liquidated or unliquidated and whether absolutedue or to become due), accrued, contingent or otherwise) except for (a) liabilities that will be accrued for or obligations reflected on reserved against in the Base Balance Sheet August 31, 2001 balance sheet, attached as Exhibit 13 to this Agreement and current (b) contractual or statutory liabilities incurred in the ordinary course of business since the date thereofwhich are not required to be reflected on a balance sheet. There are no outstanding loans due or deferred compensation from Seller to any employee of Seller.

Appears in 1 contract

Samples: Purchase Agreement and Plan of Reorganization (Inphonic Inc)

Undisclosed Liabilities. Seller has no liabilities liabilities, debts, claims or obligations of any nature (obligations, whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise) except for liabilities , whether due or obligations reflected on to become due, known or unknown, which could materially and adversely affect the Base Balance Sheet and current liabilities incurred in Assets or the ordinary course business, assets or operations of business since the date thereof.Division, except:

Appears in 1 contract

Samples: Asset Purchase Agreement (Baker J Inc)

Undisclosed Liabilities. Seller has The Sellers have no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent contingent, or otherwise) except for with respect to the Business, other than (i) liabilities fully shown or obligations reflected reserved against on the Base Balance Sheet and their balance sheet as of May 31, 2008, (ii) current liabilities incurred in the ordinary course of business since May 31, 2008, (iii) obligations to be performed after the date thereofClosing Date under any Transferred Contracts, and (iv) Excluded Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Applied Industrial Technologies Inc)

Undisclosed Liabilities. Seller has Sellers have no material liabilities or obligations of any nature (whether known ----------------------- absolute or unknown and contingent, whether absoluteaccrued or unaccrued), accrued, contingent or otherwise) except for (i) liabilities or obligations reflected on the Base Balance Sheet and current liabilities incurred set forth in the ordinary course Recent Financial Statements and (ii) liabilities that have arisen after the most Recent Financial Statements in the Ordinary Course of business since the date thereofBusiness (none of which relate to breach of contract, product liability, tort or infringement, litigation or environmental liabilities).

Appears in 1 contract

Samples: Asset Purchase Agreement (Apw LTD)

Undisclosed Liabilities. Seller has no liabilities does not have any Liabilities or obligations of any nature (whether known or unknown and whether accrued, absolute, accrued, contingent or otherwise), except (a) except for liabilities or obligations reflected as disclosed on the Base Balance Sheet and current liabilities Sheet, (b) for Current Liabilities incurred in the ordinary course of business, (c) for those incurred in the ordinary course of business consistent with past practice since the date thereofBalance Sheet Date, or (d) such Liabilities reflected on Schedule 4.12.

Appears in 1 contract

Samples: Asset Purchase Agreement (Equity Marketing Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!