Absence of Undisclosed Liabilities; Indebtedness. Except as identified pursuant to the Disclosure Schedule, or reflected on the Financial Statements, or incurred in the ordinary course of business, the Company has no indebtedness or liability, absolute or contingent, involving, affecting or relating to the Business or the Products.
Absence of Undisclosed Liabilities; Indebtedness. Seller has no indebtedness or liability, absolute or contingent, involving, affecting or relating to the Seller Business, the Contributed Assets, or the transactions contemplated by the Transaction Documents.
Absence of Undisclosed Liabilities; Indebtedness. 3.1.8.1 Except as set forth in Schedule 3.1.8.1, the Seller does not have any debts, liabilities or obligations (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 which are not fully reflected or reserved against in the Financial Statements, and the reserves reflected in the Financial Statements are adequate, appropriate and reasonable.
Absence of Undisclosed Liabilities; Indebtedness. (a) Except as set forth in the notes to the Parent Financial Statements, Parent has no liability or obligation of any nature (whether absolute, accrued or contingent or otherwise) which is materially in excess of amounts shown or reserved therefor in the Parent Financial Statements other than (i) liabilities or obligations not required under GAAP on a basis consistent with that of preceding accounting periods to be reported on such Parent Financial Statements and (ii) liabilities or obligations incurred after the date of the Unaudited Parent Balance Sheet incurred in the ordinary course of business and consistent with past practice, it being understood that, for all purposes of this Agreement, Parent's ordinary course of business shall refer to the minimal business conducted by an inactive business with dormant or liquidating operations.
Absence of Undisclosed Liabilities; Indebtedness. 3.1.8.1 Except as set forth in Schedule 3.1.8.1, the Company does not have any debts, liabilities or obligations (absolute, accrued, contingent or otherwise) including, without limitation, any liability or obligation on account of Taxes or any governmental charges or penalties, interest or fines which are not fully reflected or reserved against in the Financial Statements, and the reserves reflected in the Financial Statements are adequate, appropriate and reasonable. All amounts payable by the Company under the Xxxxxx Release have been paid in full.
Absence of Undisclosed Liabilities; Indebtedness. Except for (a) liabilities reflected or reserved against in accordance with GAAP in the Interim Financial Statements, (b) liabilities reflected in Schedule 4.5(a), or (c) liabilities that were incurred after the Most Recent Balance Sheet Date in the Ordinary Course that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company does not have any Liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed on a balance sheet prepared in accordance with GAAP. Set forth on Schedule 4.5(b) is a true and complete list of any and all Indebtedness of the Company.
Absence of Undisclosed Liabilities; Indebtedness. The Company and its Subsidiaries have no Liabilities that are required to be reflected in, reserved against, or otherwise described in a balance sheet (or the notes thereto) prepared in accordance with GAAP except (i) those Liabilities provided for or reserved against in the Financial Statements (or set forth in the notes thereto), (ii) Liabilities arising in the ordinary course of business consistent with past practice since June 30, 2004, and (iii) Liabilities under this Agreement. Immediately after the Closing, other than the Indebtedness for borrowed money incurred in connection with the Financing and other than with respect to Capital Leases, neither the Company nor any of its Subsidiaries will have any Indebtedness.
Absence of Undisclosed Liabilities; Indebtedness. (a) Except as set forth in the notes to the Financial Statements, Acquired Corp has no liability or obligation of any nature (whether absolute, accrued or contingent or otherwise) which is materially in excess of amounts shown or reserved therefor in the Financial Statements other than (a) liabilities or obligations not required under GAAP on a basis consistent with that of preceding accounting periods to be reported on such Financial Statements and (b) liabilities or obligations incurred after the date of the Balance Sheet incurred in the ordinary course of business and consistent with past practice.
Absence of Undisclosed Liabilities; Indebtedness. Neither the Company nor any Company Subsidiary has any Indebtedness or other Liabilities of the type required to be disclosed on a balance sheet in accordance with GAAP, except for (a) Liabilities specifically reflected on, and fully reserved against in, the Financial Statements, (b) Liabilities listed in Section 4.8 of the Disclosure Schedule and (c) Liabilities which have arisen since the date of the Balance Sheet in the ordinary course of business and which are, in nature and amount, consistent with those incurred historically and are not material to the Company, individually or in the aggregate.
Absence of Undisclosed Liabilities; Indebtedness. Except (a) for Liabilities of Buyer, Buyer Parent or Buyer Parent GP that individually and in the aggregate are immaterial to the Business (assuming consummation of the transactions contemplated hereby) and are owed to any Person other than an Investor, or (b) Liabilities or obligations contemplated under, or incurred in relation to, the Transaction Documents or the transactions contemplated thereby, none of Buyer, Buyer Parent or Buyer Parent GP has any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required to be disclosed, reflected or reserved for on a balance sheet or disclosed in the notes thereto, prepared in accordance with GAAP. None of Buyer, Buyer Parent or Buyer Parent GP has any indebtedness.
