No Material Liabilities Sample Clauses
The "No Material Liabilities" clause serves to confirm that a party, typically the seller in a transaction, does not have any significant undisclosed debts or obligations outside those already revealed in the agreement or accompanying financial statements. In practice, this means the seller must disclose all material liabilities, such as large loans, pending lawsuits, or major contractual obligations, ensuring the buyer is fully informed about potential financial risks. This clause is crucial for protecting the buyer from inheriting unexpected liabilities and helps ensure transparency and trust in the transaction.
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No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.
No Material Liabilities. Since the respective dates as of which information is given in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus, (a) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, and (b) there has not been any material change in the Company’s long-term or short-term debt. Except as described in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus, there is not pending or, to the knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect..
No Material Liabilities. The Borrower has not undertaken any material liabilities, present or future, actual or contingent, save under the Relevant Documents.
No Material Liabilities. Since June 30, 2016, neither the Company nor any PRC Entity has incurred any material liability or obligation, absolute or contingent (individually or in the aggregate) other than (i) in ordinary course of business, or (ii) duly approved by the Board of Directors pursuant to the then-existing Charter of the Company. Since June 30, 2016, except for any of the followings that would not have a Material Adverse Effect and other than those incurred in the ordinary course of business and those as contemplated by the Transaction Documents, none of the Group Companies has:
(i) purchased, acquired, sold, transferred, leased or otherwise disposed of any material assets;
(ii) created, assumed or discharged any material Lien (other than Permitted Liens); and
(iii) commenced or settled any material Litigation.
No Material Liabilities. No Loan Party and no Subsidiary of any Loan Party has any Indebtedness other than the Indebtedness permitted by Section 7.2.2.
No Material Liabilities. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus (x) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (y) the Company has not purchased any of its outstanding capital stock; and (z) there has not been any material change in the capital stock of the Company, or in the short-term or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in or contemplated by the Prospectus.
No Material Liabilities. Since the respective dates as of which information is given in the SEC Documents and the Registration Statement, (i) neither the Company nor any of its Significant Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (ii) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (iii) there has not been any change in the capital stock of the Company or any of its Significant Subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding convertible notes, options or warrants or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (iv) there has not been any material change in the Company’s long-term or short-term debt, and (v) there has not been the occurrence of any Material Adverse Effect.
No Material Liabilities. Seller is not subject to any material liability (including, without limitation, unasserted claims whether known or unknown), whether absolute, contingent, accrued or otherwise, which is not shown or which is in excess of amounts shown or reserved for in the respective Financial Statements, other than (a) liabilities of the same nature as those set forth in such balance sheet and incurred in the ordinary course of Seller's business after the date indicated and (b) those items not required to be accrued, footnoted or otherwise reserved for or disclosed under GAAP.
No Material Liabilities. (a) The transfer of the Transferring Assets and Transferring Business in Schedule 3 (Egypt) and Schedule 13 (Cambodia, Singapore and Vietnam) contemplated by this Agreement did not (at the Relevant Closing) or will not (at the Relevant Closing) result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities that have not been specifically reflected in and taken into account in the calculation of, the NBV Statements for such Transferring Assets and Transferring Business set forth on the applicable Country Schedule.
(b) The NBV Statements were prepared by GSK Parent reasonably and in good faith, are extracted from the financial systems of GSK and its Affiliates, and are true and correct statements of net book value of the Transferring Businesses and the Transferring Assets as at the Relevant Closing in all material respects, it being acknowledged that (i) such statements have not been prepared on a statutory or audited basis, (ii) the information does not relate to a separate legal entity, and (iii) GSK Parent has relied on information provided by the relevant members of the JVCo Group in preparing such statements.
(c) The transfer of the Transferring Businesses and the Transferring Assets contemplated by this Agreement did not (at the Relevant Closing) or do not result in the transfer to, or assumption by, any member of the JVCo Group of any material liabilities.
No Material Liabilities. There are no material Liabilities of Seller or its Affiliates relating to or affecting the Purchased Receivables, whether accrued, contingent, absolute, determined, determinable or otherwise.