Liabilities and Obligations. Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.
Liabilities and Obligations. Eminent Promise has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Eminent Promise’s financial statements which are to be delivered to China Transportation pursuant to subparagraph (f) above, have not been paid or discharged since the date thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement.
Liabilities and Obligations. Except as set forth on Schedule 6.7, CSI and NEWCO have no material liabilities, contingent or otherwise, except as set forth in or contemplated by this Agreement and the Other Agreements and except for fees incurred in connection with the transactions contemplated hereby and thereby.
Liabilities and Obligations. Except as disclosed on Schedule 5.10, the Vision 21 Financial Statements shall reflect all material liabilities of Vision 21, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP. Except as set forth on Schedule 5.10 or in the Vision 21 Financial Statements, Vision 21 is not liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and Vision 21 does not know of any valid basis for the assertion of any other claims or liabilities of any nature or in any amount.
Liabilities and Obligations. The Financial Statements reflect all liabilities of the Company and the Subsidiaries, accrued, contingent or otherwise (known or unknown and asserted or unasserted), arising out of transactions effected or events occurring on or prior to the date hereof. All reserves shown in the Financial Statements are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Financial Statements, neither the Company nor any Subsidiary is liable upon or with respect to, or obligated in any other way to provide funds in respect of or to guarantee or assume in any manner, any debt, obligation or dividend of any person, corporation, association, partnership, joint venture, trust or other entity, and neither the Company, any Subsidiary nor Ladin know of any basis for the assertion of any other claims or liabilities of any nature or in any amount.
Liabilities and Obligations. Except as set forth in the Draft Registration Statement or on Schedule 6.7 hereto, neither TCI nor any Subsidiary of TCI has any material liabilities, contingent or otherwise, except as set forth in or contemplated by this Agreement and the Other Agreements and except for fees incurred in connection with the transactions contemplated hereby and thereby.
Liabilities and Obligations. Each of the COMPANIES has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of such COMPANY which are not reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of such COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date neither COMPANY has incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. Each of the COMPANIES has also delivered to VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANIES, threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
Liabilities and Obligations. The COMPANY has delivered to VPI an accurate list (which is set forth on Schedule 5.10) as of the Balance Sheet Date of (i) all liabilities of the COMPANY which are not reflected in the COMPANY Financial Statements at the Balance Sheet Date, (ii) any material liabilities of the COMPANY (including all liabilities in excess of $10,000) and (iii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements, together with true, correct and complete copies of such documents. Except as set forth on Schedule 5.10, since the Balance Sheet Date the COMPANY has not incurred any material liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The COMPANY has also delivered to VPI on Schedule 5.10, in the case of those contingent liabilities related to pending or, to the knowledge of the COMPANY, threatened litigation, or other liabilities which are not fixed or are being contested, the following information:
Liabilities and Obligations. 25 6.8 Conformity with Law; Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 6.9 No Violations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 6.10
Liabilities and Obligations. Company has delivered to Parent a list (which is set forth on Schedule 6.8) as of the Balance Sheet Date of (i) all liabilities of Company of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, that are not reflected on the December Balance Sheet or otherwise reflected in the Company Financial Statements at the Balance Sheet Date, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges or other security agreements. Except as set forth on Schedule 6.8, since the Balance Sheet Date Company has not incurred any liabilities of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. Company has also disclosed to Parent on Schedule 6.8, in the case of those contingent liabilities related to pending or threatened litigation or other liabilities which are not fixed or otherwise accrued or reserved, the following information: