Liabilities of the Company Sample Clauses

Liabilities of the Company. The Company does not have any Obligations of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Liabilities of the Company. The Company’s liabilities will be paid off at or prior to the Closing and will in no event become the liability of the Purchaser or remain the liabilities of the Company following the Closing.
Liabilities of the Company. The Company does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise which could cause Medical Manager to incur or suffer any expenses, losses (including, without limitation, any loss, reduction, impairment, encumbrance upon or other diminution of Medical Manager's right, title, use, operation of or other interest in and to the Purchased Assets), costs, deficiencies, liabilities or damages (including, without limitation, counsel and paralegal costs and expenses), except (a) to the extent reflected or taken into account in the Current Balance Sheet and not heretofore paid or discharged, (b) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), (c) liabilities incurred in the ordinary course of business consistent with past practice prior to the date of the Current Balance Sheet which, in accordance with GAAP consistently applied, were not recorded thereon and (d) obligations and liabilities under the Contracts set forth on Schedule 3.25, which obligations and liabilities accrue after the Closing in the ordinary course of business. Schedule 3.11 lists all indebtedness owed by the Company to a bank or any other Person, including, without limitation, indebtedness for borrowed money (including principal and accrued but unpaid interest) and remaining payments on capitalized leases.
Liabilities of the Company. The Company shall not have liabilities in an amount greater than Five Million Dollars (US $5,000,000.00) as of the Balance Sheet Date and as of the Closing Date.
Liabilities of the Company. To the fullest extent permitted by applicable Law, the debts, obligations and liabilities of the members of the Group, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such, and no Covered Person shall be obligated personally for the repayment, satisfaction or discharge of any such debt, obligation or liability of the Company solely by reason of being a Covered Person. All Persons dealing with the Company and the other members of the Group shall have recourse solely to the assets of the members of the Group for the payment of debts, obligations or liabilities of the members of the Group. The failure of the Company or any other member of the Group to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the applicable Law or this Agreement shall not be grounds for imposing personal liability on the Covered Persons for the liabilities of the Company or any other member of the Group.
Liabilities of the Company. Seller makes no representation as to the existence or non-existence of liabilities of the Company except as explicitly stated in this Agreement. Buyer is solely responsible for conducting its own due diligence with respect to the Company and its liabilities and for gathering enough information upon which to base an investment decision in the Stock Buyer acknowledges that:
Liabilities of the Company. Except as set forth on Schedule 3.12, the Company does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected or taken into account in the Current Balance Sheet and not heretofore paid or discharged, (b) to the extent specifically set forth in or incorporated by express reference in any of the Schedules attached hereto, (c) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), (d) normal accruals, reclassifications, and audit adjustments which would be reflected on an audited financial statement and which would not be material in the aggregate, and (e) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which, in accordance with
Liabilities of the Company. Feld covenants that by the earlier of the Final Closing Date or the Outside Date, provided WPHC has satisfied its obligation to make the Final Closing Capital Contribution, Feld shall cause the Company to have no unsatisfied debts or liabilities other than obligations under service contracts and other agreements relating to the Project permitted by this Agreement related to the period after the Final Closing, or related to the period prior to the Final Closing if adequate cash reserves are held by the Company to pay such liabilities.