Common use of Liabilities Clause in Contracts

Liabilities. Following the Closing, Seller will have no debts, liabilities or obligations relating to the Company or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 45 contracts

Samples: Stock Purchase Agreement (KeyOn Communications Holdings Inc.), Stock Purchase Agreement (Resume in Minutes, Inc.), Stock Purchase Agreement (Customer Acquisition Network Holdings, Inc.)

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Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to the Company of Split-Off Subsidiary or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company Split-Off Subsidiary or its business and that may survive the Closing.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Cur Media, Inc.), Split Off Agreement (Invivo Therapeutics Holdings Corp.)

Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to the Company of Split-Off Subsidiary or its business or activities, whether before or after the business or activities of Seller prior to the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company Split-Off Subsidiary or its business, or the business of Seller prior to the Closing, and that may survive the Closing.

Appears in 6 contracts

Samples: Split Off Agreement (Live Event Media, Inc.), Split Off Agreement (ViewRay, Inc.), Split Off Agreement (Miramar Labs, Inc.)

Liabilities. Following the Closing, Seller to the best knowledge of the Seller, there will have be no debts, liabilities or obligations relating to the Company or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 6 contracts

Samples: Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.), Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.), Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.)

Liabilities. Following the Closing, Seller will have no debts, liabilities or obligations relating to the Company or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 4 contracts

Samples: Stock Purchase Agreement (International Food & Wine Consultants, Inc.), Stock Purchase Agreement (MSTI Holdings, Inc.), Stock Purchase Agreement (Fitness Xpress Software Inc.)

Liabilities. Following the Closing, except as set forth on Schedule 4(e) attached hereto, Seller will have no debts, liabilities or obligations relating to the Company or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cherry Tankers Inc.), Stock Purchase Agreement (FTOH Corp), Stock Purchase Agreement (Magnolia Solar Corp)

Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to of either of the Company Subsidiaries or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to either of the Company Subsidiaries or its business and that may survive the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Atlantic Wine Agencies Inc)

Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to of the Company Subsidiary or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company Subsidiary or its business and that may survive the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Hygeialand Biomedical Corp)

Liabilities. Following the Closing, Seller will have no debts, liabilities or obligations relating to the Company or its business business, activities or activitiesassets, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blue Calypso, Inc.)

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Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to the Company of Media or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company Media or its business and that may survive the Closing.

Appears in 1 contract

Samples: Split Off Agreement (UFood Restaurant Group, Inc.)

Liabilities. Following the Closing, Seller will have no liability for any debts, liabilities or obligations relating to the Company of LLC or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company LLC or its business and that may survive the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Modigene Inc.)

Liabilities. Following the Closing, Seller Sellers will have no debts, liabilities or obligations relating to the Company or its business or activities, and the Company will have no debts or liabilities whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by any Seller directly or indirectly in relation to the Company or its business or by the Company and that may survive the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ilustrato Pictures International Inc.)

Liabilities. Following the Closing, Seller to the best knowledge of the Seller. there will have be no debts, liabilities or obligations relating to the Company or its business or activities, whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing.

Appears in 1 contract

Samples: Stock Purchase and Business Sale Agreement (Kirin International Holding, Inc.)

Liabilities. Following the Closing, Seller will have no liability for any of its debts, liabilities or obligations relating existing prior to the Company or its business or activities, whether before or after the Closingthis Agreement, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing. Seller has no employees.

Appears in 1 contract

Samples: Split Off Agreement (Compuprint Inc)

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