No Undisclosed Liabilities; No Indebtedness Sample Clauses

No Undisclosed Liabilities; No Indebtedness. (a) Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, neither the Company nor its Subsidiary has any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise) required to be reflected in its financial statements in accordance with GAAP, and there is no existing fact, condition or circumstance that would reasonably be expected to result in such liabilities or obligations, except (i) liabilities or obligations expressly disclosed in the balance sheet as of September 30, 2010 included in the Delivered Financial Statements, and (ii) liabilities or obligations incurred since September 30, 2010 in the ordinary course of business consistent with past practice (but excluding any incurrence of Indebtedness) that are not material. Neither the Company nor its Subsidiary has any “off-balance-sheet arrangements” within the meaning of Item 303 of Regulation S-K of the U.S. Securities and Exchange Commission.
Sample 1
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No Undisclosed Liabilities; No Indebtedness. The Company has no liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise), and there is no existing fact, condition or circumstance that could reasonably be expected to result in such liabilities or obligations, except liabilities or obligations (i) disclosed in the Delivered Financial Statements, (ii) incurred since March 31, 2009 in the ordinary course of business consistent with past practice (but excluding any incurrence of Indebtedness), or (iii) disclosed on Section 3.11 of the Company Disclosure Schedule, in each case however in amounts that are not material to the Company. Except for liabilities (including accounts payables) incurred in the ordinary course of business since the Company Closing Balance Sheet Date, on the Closing Date, the Company shall have no accounts payable or other material liability, whether absolute, contingent, fixed, matured, unmatured, liquidated, unliquidated, xxxxxx, inchoate, secured, unsecured or otherwise and whether due or to become due that would be required by GAAP to be reflected on the Company Closing Balance Sheet if the Company Closing Balance Sheet were prepared as of the Closing Date (rather than the Company Closing Balance Sheet Date) that are not properly reflected on the Company Closing Balance Sheet.
Sample 1
No Undisclosed Liabilities; No Indebtedness. (a) Except for (i) liabilities expressly and specifically reflected or reserved against in the respective December 2004 Balance Sheet or in the notes thereto and (ii) accounts payable, accrued expenses and salaries and wages payable incurred since December 31, 2004 in the ordinary course of the Business consistent in amount and nature with past practice of the Companies, there are no liabilities of, relating to or affecting any of the Companies or their respective Assets or the Business.
Sample 1
No Undisclosed Liabilities; No Indebtedness. Except as set forth in Schedule 3.5(b) or Schedule 3.10, the Company does --------------- ------------- not have any liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Year-End Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the respective dates thereof. As of the Closing, no employee Shareholder owes any Indebtedness to the Company.
Sample 1
No Undisclosed Liabilities; No Indebtedness. (a) Except as disclosed in the Financial Statements or as set forth in the Disclosure Schedule, there are no Liabilities relating to or affecting any Acquired Company or any of its assets and properties, other than Liabilities incurred after the end of the period covered by the Interim Financial Statements in the ordinary course of business consistent with past practice which have not had and could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies taken as a whole.
Sample 1

Related to No Undisclosed Liabilities; No Indebtedness

  • No Undisclosed Liabilities; Indebtedness (a) Neither the Fund nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, fixed, contingent or otherwise), and there is no existing fact, condition or circumstance which could reasonably be expected to result in such liabilities or obligations, except liabilities or obligations (i) disclosed in the Fund SEC Reports filed and publicly available prior to the date hereof or (ii) incurred in the ordinary course of business since June 30, 2004 which do not have, and could not reasonably be expected to have, individually or in the aggregate, a Fund Material Adverse Effect.

  • No Undisclosed Liabilities The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports and Other Written Information, other than those incurred in the ordinary course of the Company's businesses since December 31, 2000 and which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company's financial condition.

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • No Undisclosed Material Liabilities There are no liabilities of the Company or any Subsidiary of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than:

  • Financial Statements; No Undisclosed Liabilities The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

  • No Undisclosed Liabilities; Absence of Changes Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

  • Absence of Undisclosed Liabilities Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

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