Common use of Absence of Undisclosed Liabilities and Changes Clause in Contracts

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, Xx. Xxxxx had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 2 contracts

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

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Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, Xx. Xxxxx Dr. Longworth had no liabilities of any nature, whether accruedwxxxxxx xxxxxxd, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 1 contract

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, Xx. Xxxxx Xxxxxxx had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 1 contract

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, Xx. Xxxxx Dr. Leonard had no liabilities of any nature, whether accruedwhetxxx xxxxxxx, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 1 contract

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

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Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, Xx. Xxxxx Dr. Gray had no liabilities of any nature, whether accruedwhethex xxxxxxd, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) relating to the Orthodontic Endodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Endodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 1 contract

Samples: 29 Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

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