Unknown Liabilities. All known assets and liabilities (including but not limited to, stockholder claims, claims for fraudulent actions or violations of law and regulations and any claim involving any type of taxes attributable to the time period or operations of business prior to Effective Time) of ACE are reflected on the annual financial reports and any interim financial reports of ACE.
Unknown Liabilities. In addition to the liabilities set forth in the ------------------- Corporation Balance Sheet, the Corporation hereby assumes sole responsibility of all liabilities, obligations, debts, claims and demands of the Corporation (including, without limitation, claims for taxes of all kinds, penalties, and interest, and any liability for violation of the Federal Labor Relations Law or the Rules and Regulations of the Federal Labor Relations Board and for any claims for acts or omissions which occurred prior to the Effective Date of this Agreement), not specifically embraced or provided for in the Corporation Balance Sheet, concerning or related to the operations of the Homebuilding AGREEMENT FOR CORPORATE SEPARATION/PAGE 3 Business or the assets of the Corporation or CDA. In addition to the liabilities set forth in the Arkansas Resorts Balance Sheet and the Florida Resorts Balance Sheet, Resorts, jointly and severally, hereby assumes sole responsibility of all liabilities, obligations, debts, claims and demands of Resorts (including, without limitation, claims for taxes of all kinds, penalties, and interest, and any liability for violation ofthe Federal Labor Relations Law or the Rules and Regulations of the Federal Labor Relations Board and for any claims for acts or omissions which occurred prior to the Effective Date of this Agreement), not specifically embraced or provided for in the Resorts Balance Sheet and the Florida Resorts Balance Sheet, concerning or related to the operations of the Resort Business or the assets of Resorts or any of their subsidiaries.
Unknown Liabilities. Except as set forth above, any liabilities of CSP not reflected on its January 31, 2012 Balance Sheet attached hereto as Exhibit D or not incurred in the ordinary course of business thereafter shall be the responsibility of the Shareholders of CSP. CSP and Shareholders have no knowledge of any liabilities or obligations not (a) reflected herein, or (b) on the above referenced balance sheet.
Unknown Liabilities. The co-ops may have certain liabilities that are unknown presently or at the time of the closing, and which would be assumed by MMFC in the Merger. An unknown liability of one co-op from prior to the closing could affect the owners of the other co-ops. If a material liability were to become known prior to closing, either co-op may decide not to proceed with the Merger. Also unknown are the material effects of the merger not passing, or the possible material effects if a number of members upset by the outcome of the election choose to leave the co-op or stop patronizing it.
Unknown Liabilities. 45- Cap .........................................................-46- ANICOM Material Adverse Effect....................................-46
Unknown Liabilities. Any and all losses, damages, deficiencies or liabilities caused by, resulting or arising from, or otherwise relating to any unknown or undisclosed Liabilities of Springwood and/or SLOMC arising out of or related to the conduct or operation of Springwood's or SLOMC's respective businesses.
Unknown Liabilities. The Company shall indemnify, defend, pay and hold Seller free and harmless from and against all Liabilities of Seller with respect to any debts, obligations or liabilities that the Buyer or the Company has caused the Company to incur without the knowledge of Seller that have not been disclosed by Buyer or the Company to Seller and which Seller becomes liable.
Unknown Liabilities. Section 3.8 Certain Changes Section 3.9(a) Title to Properties Section 3.9(b) Permitted Encumbrances Section 3.10(a) Condition of Plant and Equipment Section 3.10(b) Written Recommendations Section 3.10(c) Owned Real Estate Section 3.11(a) Intellectual Property Assets Section 3.11(b) Marks, Patents or Copyrights, etc.
Unknown Liabilities. 5 Section 3.10. No Indemnity................................................................ 6 Section 3.11. Contracts................................................................... 6
Unknown Liabilities. Assignor does not warrant the absence of unknown debts, liabilities, obligations, Encumbrances, rights, claims or causes of action (whether absolute, accrued, contingent or otherwise). If any exist, they shall be Assumed by Assignee.
