Absence of Other Liabilities. Except for Liabilities that are or will be (i) reflected, accrued or reserved against in the Financial Statements (including the notes thereto), or the Closing Date Balance Sheet, (ii) disclosed in Section 3.9 of the Disclosure Schedule, (iii) incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents, (iv) referred to in Section 2.3(iii), Section 2.3(iv) and Section 2.3(v), (v) incurred in the ordinary course of business since the Balance Sheet Date, (vi) reflected in Section 3.22 of the Disclosure Schedule, or (vii) reflected in Section 3.23 of the Disclosure Schedule, the Acquired Company has no material Liabilities of a nature required by generally accepted accounting principles to be reflected in the Financial Statements.
Absence of Other Liabilities. Except as disclosed on SCHEDULE 5.20, neither FirstBancorporation nor any of the Subsidiaries has any Liabilities other than (i) Liabilities reserved against or otherwise disclosed in the Financial Statements or the notes to the Financial Statements, and (ii) Liabilities incurred after December 31, 1998 in the ordinary course of business consistent (in amount and kind) with past practice or Liabilities incurred in accordance with the specific terms of this Agreement (and transaction fees and expenses not materially in excess of the estimates set forth in SCHEDULE 1.1). Except as disclosed in SCHEDULE 5.20, no facts or circumstances exist that would reasonably be expected to serve as the basis for any other Liabilities of FirstBancorporation or any of the Subsidiaries that would be required to be disclosed on SCHEDULE 5.20.
Absence of Other Liabilities. Except as disclosed on SCHEDULE 6.17, neither FNC nor any of the FNC Subsidiaries has any Liabilities other than (i) Liabilities reserved against or otherwise disclosed in the FNC Financial Statements or the notes thereto, and (ii) Liabilities incurred after December 31, 1998 in the ordinary course of business consistent (in amount and kind) with past practice or Liabilities incurred accordance with this Agreement (including transaction fees and expenses incurred in connection with the Merger). Except as disclosed in SCHEDULE 6.17, no facts or circumstances exist that would reasonably be expected to serve as the basis for any other Liabilities of FNC or any of the FNC Subsidiaries that would be required to be disclosed on SCHEDULE 6.17. Neither FNC nor any of the FNC Subsidiaries has received, or has reason to believe that it will not continue to receive, a rating of less than "satisfactory" on any Year 2000 Report of Examination of any Regulatory Authority.
Absence of Other Liabilities. (a) Except for liabilities or obligations of the Company or any of its subsidiaries, whether accrued, absolute, contingent or otherwise that are (i) disclosed or reflected in the Company’s most recent publicly disclosed consolidated financial statements (including the notes thereto) or any public disclosure documents of the Company made available to the public on SEDAR or XXXXX since the date of such financial statements; (ii) incurred in connection with the transactions contemplated hereby, and (iii) incurred in the ordinary course of business since the date of the most recently filed Company Financial Statements, the Company does not have any liabilities or obligations that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.
Absence of Other Liabilities. After giving effect to the transactions contemplated by the Asset Purchase Agreement and upon Closing, except for the Business Liabilities, the Corporation will not have any Liabilities, except any applicable transfer Taxes, sales Taxes, goods and services Taxes, harmonized sales Taxes (including GST/HST), value added Taxes, registration fees, duties or other like charges, including land transfer Taxes, payable upon and in connection with the sale, assignment, conveyance and transfer of the Business Assets to the Corporation.
Absence of Other Liabilities. (a) Except (i) to the extent reflected or reserved against in the Financial Statements (including the notes thereto) or the Interim Financial Statements, (ii) to the extent disclosed in Section 3.8 of the Disclosure Schedule, (iii) for amounts, fees, costs and expenses within the scope of Section 2.3(a)(ii)(A) or (B), and (iv) for normal trade creditor liabilities and other liabilities incurred since the Interim Date in the ordinary course of business, neither the Company nor the Subsidiaries has any outstanding indebtedness or any other liabilities or obligations (whether accrued, absolute, contingent or otherwise, and whether due or to become due) to the extent such indebtedness or other liability is required to be set forth on a balance sheet in accordance with GAAP.
Absence of Other Liabilities. Except Liabilities that are or will be (i) reflected, accrued or reserved against in the Financial Statements (including the notes thereto), or the Closing Date Balance Sheet, (ii) disclosed in Section 3.9 of the Disclosure Schedules, (iii) incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents, (iv) referred to in Section 2.3(ii), Section 2.3(iii) and Section 2.3(iv), or (v) incurred in the Ordinary Course since December 31, 2013, none of the Company or any of the Company’s Subsidiaries have any material Liabilities.
Absence of Other Liabilities. (a) There are no liabilities or obligations of the Purchaser of any kind whatsoever, whether accrued, absolute, contingent, determined, determinable or otherwise, other than liabilities or obligations (i) disclosed in the Purchaser Filings, (ii) incurred in connection with this Agreement, or (iii) incurred in the Ordinary Course since the date of the most recently filed Purchaser Financial Statements.
Absence of Other Liabilities. Except as set forth in Schedule 5.2(e) hereto and as and to the extent set forth on the consolidated balance sheet of the Company and its subsidiaries at September 30, 1998, including the notes thereto, contained in the 1998 Annual Report, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 1998, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absence of Other Liabilities. Except Liabilities that are (i) disclosed in Section 3.9 of the Disclosure Schedule, (ii) incurred in connection with the transactions contemplated by this Agreement, (iii) incurred in the ordinary course of the Business, none of the Vendor or Subco have any Liabilities with respect to the Business. Except as set forth in Section 3.9 of the Disclosure Schedule, Subco has no Indebtedness. Subco has not declared any dividend or distribution that has not yet been paid.
