Absence of Undisclosed Liabilities definition

Absence of Undisclosed Liabilities. Except as set forth on Schedule 4.10 or 4.16, Phoenix has no indebtedness or liability, absolute or contingent, known or unknown, which is not shown or provided for on the balance sheet of Phoenix as of December 31, 1996, other than liabilities incurred or accrued in the ordinary course of business since December 31, 1996. Except as shown in such balance sheets or in the notes to the Financial Statements, Phoenix is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obligated in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person, except endorsements in the ordinary course of business in connection with the deposit of items for collection.
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Absence of Undisclosed Liabilities. Except as set forth on Schedule 2.10, or as disclosed in its audited balance sheets of June 30, 1997, HDX has no indebtedness or liability, absolute or contingent, known or unknown, which is not shown or provided for on the balance sheet of HDX as of that date included in the Financial Statements other than liabilities incurred or accrued in the ordinary course of business since June 30, 1997. Except as shown in such balance sheets or in the notes to the Financial Statements, HDX is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obligated in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person.
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Absence of Undisclosed Liabilities. TL has no material liabilities or obligations, either accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements.
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Examples of Absence of Undisclosed Liabilities in a sentence

  • Absence of Undisclosed Liabilities....................................

  • Absence of Undisclosed Liabilities...............................................

  • Absence of Undisclosed Liabilities................................

  • Absence of Undisclosed Liabilities.............................................................

  • Absence of Undisclosed Liabilities.................................

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  • Absence of Undisclosed Liabilities and Certain Changes or Events..........................................................

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  • Financial Information; Absence of Undisclosed Liabilities 11 Section 3.07.

  • Absence of Undisclosed Liabilities and Certain Changes or Events...........................14 SECTION 3.11.


More Definitions of Absence of Undisclosed Liabilities

Absence of Undisclosed Liabilities. TSC has no material liabilities or obligations, either accrued, absolute, contingent or otherwise, including, without limitation, liabilities for local or foreign taxes or custom duties, except as reflected on the TSC balance sheet, including the notes hereto. TSC does not know, nor has any reasonable grounds to know, of any basis for the assertion against TSC of any claim of any nature or amount not fully reflected or reserved against in the balance sheet of TSC referred to above as the balance sheet date.
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Absence of Undisclosed Liabilities. EXCEPT AS SET FORTH IN SCHEDULE 3.5(A), Seller has no known existing debts, claims, commitments, liabilities or obligations of any nature arising out of or relating to the Purchased Assets.
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Absence of Undisclosed Liabilities. Except as set forth on Schedule 2.10, or as disclosed in its audited balance sheets of December 31, 1997, MM has no indebtedness or liability, absolute or contingent, known or unknown, which is not shown or provided for on the balance sheet of MM as of that date included in the Financial Statements other than liabilities incurred or accrued in the ordinary course of business since December 31, 1997. Except as shown in such balance sheets or in the notes to the Financial Statements, MM is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obligated in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person.
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Absence of Undisclosed Liabilities. Except as specifically set forth in Schedule 5.6 - Absence of Undisclosed Liabilities, Seller has no debts, liabilities or obligations of any nature, whether accrued, absolute, contingent or other, whether due or to become due, and whether known or unknown, including, but not limited to, liabilities or obligations on account of taxes, other governmental charges, duties, penalties, interest or fines, and there is no basis for the assertion against the Seller of any debt, liability or obligation, except:
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Absence of Undisclosed Liabilities. CSI has no material liabilities or obligations, either accrued, absolute, contingent or otherwise, including, without limitation, liabilities for local or foreign taxes or custom duties, except as reflected on the CSI balance sheet, including the notes thereto. CSI does not know, nor has any reasonable grounds to know, of any basis for the assertion against CSI of any claim of any nature or amount not fully reflected or reserved against in the balance sheet of CSI referred to above as the balance sheet date.
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Related to Absence of Undisclosed Liabilities

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Undisclosed Administration means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Closed-end Fund means a registered investment company that raises capital only periodically, by issuing a fixed number of shares. The shares of the closed-end fund are typically traded on an exchange and their prices fluctuate throughout the trading day, based on supply, demand, and the changing values of their underlying holdings. Closed-end funds are also known as Listed Investment Companies in Australia, and Investment Trusts in the U.K. Closed-end funds do not include funds typically known as “Exchange-Traded Funds” (“ETFs”) organized as open-end investment companies or unit investment trusts.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Closed-End Funds has the meaning set forth in Section 2.1(b).

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Closed-end credit means a credit transaction that does not meet the definition of open-end credit.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Material Litigation is defined in Section 6.7.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.