Undisclosed Liabilities and Obligations. To the knowledge of the Sellers, except for those items set forth on the Financial Statements or otherwise disclosed to Buyer, the Company has no material unpaid debt, obligations or liability, accrued, contingent or otherwise (asserted or unasserted), as of the date hereof.
Undisclosed Liabilities and Obligations. The Company has no Liabilities (whether or not required to be reflected in financial statements prepared in accordance with GAAP, and whether due or to become due) except to the extent reflected and adequately reserved against in the most recent Financial Information or in the financial materials provided to Purchaser. Schedule 4.6 sets forth a complete and correct list of all Indebtedness of the Company, as of the date of this Agreement and identifies the creditor, creditor’s address, the type of instrument under which the Indebtedness is owed, the amount of the Indebtedness, and any offset rights as of the Closing Date. It is agreed that the listing of any Indebtedness in Schedule 4.6 shall not affect the obligations of Parent to indemnify Purchaser, Merger Subsidiary and Surviving Corporation for any breach of any of the representations and warranties set forth in this Agreement, including without limitation, in Section 2.24. At Closing, the Company will have no Indebtedness to Xxxxx Fargo under the Company Factoring Agreement, except as set forth in the Payoff Letter. No Indebtedness of the Company contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the ability of the Company to grant any Lien on its properties or assets. With respect to each item of Indebtedness, the Company is not in default and no payments are past due. With respect to all trade payables, the Company is current in payment, in accordance with all applicable agreed terms of payment. The Company has not received any notice of a default, alleged failure to perform or any offset or counterclaim with respect to any item of Indebtedness or trade payable that has not been fully remedied and withdrawn. The consummation of the Transactions will not cause a default, breach or an acceleration, automatic or otherwise, of any conditions, covenants or any other terms of any item of Indebtedness. The Company has not guaranteed and is not responsible or liable for any Indebtedness of any other Person.
Undisclosed Liabilities and Obligations. Except as and to the extent disclosed in the most recent financial statements referred to in Section 2.7 or in Schedule 2.8, to the best knowledge of each FRES Participant, the Partnership does not have any liability or obligation of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise.
Undisclosed Liabilities and Obligations. Except as disclosed on Schedule 10.9, TXEN has no liabilities or obligations, whether fixed or contingent, known or unknown, other than:
Undisclosed Liabilities and Obligations. To the best of any Seller's or any Member's knowledge, no Seller has any Liabilities except to the extent reflected or reserved against in the Most Recent Financial Statements.
Undisclosed Liabilities and Obligations. Except as otherwise set forth in Schedule [ ], the Company is not aware that, since December 31, 2006, it has incurred any material liability of any nature whatsoever, whether absolute, accrued, contingent, determined, determinable or otherwise nor has there occurred any condition, situation or set of circumstances that would reasonably be expected to result in such a material liability, in each case other than liabilities in usual amounts incurred in the ordinary course of the business, consistent with past practices, of the Company, or reflected in the Financial Statements.
Undisclosed Liabilities and Obligations. Except as set forth in Schedule 3.7 of the Disclosure Letter, to Seller’s Knowledge the Company has no material liabilities or material obligations of any kind, whether known or unknown, whether accrued, absolute, secured or unsecured, fixed, contingent or otherwise, other than liabilities or obligations reflected or reserved against in the Balance Sheet (as defined in Section 3.9 below) and current liabilities incurred in the Ordinary Course of Business of the Company since the date thereof. Except as set forth in Schedule 3.7 of the Disclosure Letter, there are no material claims, liabilities or obligations, nor to the Knowledge of the Seller any basis for assertion against the Company of any material claim, liability or obligation, of any nature in any amount not reflected or reserved against in the Balance Sheet. To the Knowledge of Seller, no claim against the Company is pending, outstanding or threatened, alleging liability or obligation for damages in connection with any of the Company’s products or services, except as set forth in Schedule 3.7 of the Disclosure Letter. The warranties and representations contained in this Section 3.7 shall not be deemed or construed to apply to Taxes which are independently and exclusively contained in Section 3.15 of this Agreement. For purposes of this Agreement, “Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice of the Company (including with respect to quantity and frequency).
Undisclosed Liabilities and Obligations. The Seller has no liabilities or obligations of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise which under generally accepted accounting principles would be required to be shown on the financial statements of the Seller, except for those liabilities and obligations shown on the Balance Sheet and except for liabilities and obligations incurred in the ordinary course of the Seller's business between the date of the Balance Sheet and the Closing Date.
Undisclosed Liabilities and Obligations. Except (i) as set forth on Schedule 4.5 hereto, or (ii) as reflected and adequately reserved against in the Financial Statements or (iii) incurred in the ordinary course of business since May 31, 1999, Seller has no liabilities or obligations of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise. Without limiting the foregoing, the Selling Parties do not know and have no reasonable grounds to know of any basis for assertion against Seller or Shareholder of any claim or liability of any nature in any amount that could materially and adversely affect the value of the Assets, the Business or any part thereof.
Undisclosed Liabilities and Obligations. Except as set forth in the Financial Statements or as disclosed in Schedule 3.6: (a) the Seller has no liabilities or obligations of any kind, whether accrued, absolute, secured or unsecured, contingent or otherwise, that have had or would reasonably be expected to have a Material Adverse Effect; (b) there are no claims, liabilities or obligations, nor to the knowledge, of the Seller any basis for assertion against the Seller of any claim, liability or obligation, of any nature in any amount that have had or would reasonably be expected to have a Material Adverse Effect; (c) the Seller does not have any liability or obligation (nor, to the knowledge of the Seller, is there any basis for any claim giving rise to any liability or obligation) for replacement or repair of any products or other damages in connection with any of the Seller’s products or services; and (d) the Seller has not agreed, by contract or otherwise, to indemnify any person or entity for or against any claims (whether for interference, intellectual property infringement, misappropriation, or other matters). All of the liabilities of the Seller with respect to matters identified on Schedule 3.9 are covered by the Seller’s insurance policies and no such liability will exceed the policy limits of such insurance policies. Each product manufactured, sold, or delivered by the Seller and each service provided by the Seller is, and at all times has been, in conformity in all material respects with any and all contractual obligations, express and implied warranties, promises and affirmations of fact made by the Seller or its representatives to customers or other third parties.
