Undisclosed Liability definition

Undisclosed Liability means an unemployment tax or withholding
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Undisclosed Liability means an obligation, indebtedness or liability of any nature (each of which, for purposes of this definition, is assumed to be material), which is not reserved against or disclosed on the Balance Sheet, or in the notes to the Balance Sheet or to the Interim Financial Statements, and which is not so reflected, reserved against or disclosed or otherwise disclosed in this Agreement or the Corporation Disclosure Schedule.
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Undisclosed Liability means and include any Liability that is not fully reflected or reserved against in the Financial Statements or fully disclosed in a Schedule.
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Examples of Undisclosed Liability in a sentence

  • With respect to any Ownership Claim, Undisclosed Liability Claim or any type of claim not specifically addressed above, such representations, warranties, covenants and agreements shall survive without limit of time.

  • Except as included in the Financial Statements and except for liabilities which arise after the date of the Financial Statements in the ordinary course of business, to the best of Sellers' knowledge, the Company does not have any material debt, liability, or obligation as of the Closing Date of any nature, accrued, absolute or contingent, due or to become due, liquidated or unliquidated (each, "Undisclosed Liability").

  • Except as set forth in Schedule 2.08, neither the Company nor any of the Subsidiaries has any Undisclosed Liabilities nor does there exist any Known basis for or threat of an assertion against the Company or any of the Subsidiaries, their respective businesses or their respective assets of any Undisclosed Liability, except for Liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, none of which are Material.

  • NWIP shall pay the Company the amount of any such Undisclosed Liability (in excess of $125,000) in cash within 20 days after receipt of any such notice.

  • DFTS agrees to indemnify, defend and hold harmless SKYLYNX from any debt, damage, liability or obligation incurred prior to the Closing Date not specifically approved in writing by SKYLYNX or otherwise disclosed in this Agreement (an "Undisclosed Liability").

  • The representation and warranty set forth in this Section 6.1(h) is the “No Undisclosed Liability Representation”.

  • If such DCI Undisclosed Liability can not be satisfied within 75 days after delivery of the DCI Financial Statements to SkyLynx, then the number of shares of Series B Preferred to be distributed to the DCI Shareholders from the Closing Escrow shall be reduced by the value of the liability based upon a Series B Preferred value of $.50 per share.

  • With respect to any Ownership Claim, Undisclosed Liability Claim or any type of claim not specifically addressed [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

  • If indemnity is not promptly paid for any Undisclosed Liability, then the shares to be distributed to DFTS from the Closing Escrow shall be reduced by the value of any Undisclosed Liability as set forth in the Closing Escrow.

  • Section 2.08(c) Undisclosed Liability..............................


More Definitions of Undisclosed Liability

Undisclosed Liability of a Person shall mean an obligation, indebtedness or liability of any nature (each of which, for purposes of this definition, is assumed to be material), which is required by applicable country GAAP to be reserved against or disclosed on a balance sheet of such Person, which is not so reserved against or disclosed on such Person's balance sheet, or in the notes thereto, and which is not so reflected, reserved against or otherwise disclosed in this Agreement or a Disclosure Schedule hereto.
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Undisclosed Liability means a Liability of the Company related to the period prior to the Closing Date, which would have been accounted for in a financial statement of a similarly sized company that conducts a business similar to the Business, provided, that any item set forth in the Disclosure Schedule that constitutes or could constitute a Liability because it is reasonably apparent on the face of such disclosure shall not constitute (in whole or in part) an Undisclosed Liability.
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Undisclosed Liability shall have the meaning specified in paragraph 9(c)(iii).
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Undisclosed Liability means an obligation, indebtedness or liability of any nature (each of which, for purposes of this definition, is assumed to be material), which is not reserved against or disclosed on the Balance Sheet, or in the notes to the Balance Sheet or to the Interim Financial Statements, and which is not so reflected, reserved against or otherwise disclosed in this Agreement or the Corporation Disclosure Schedule.
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Undisclosed Liability has the meaning set forth in Section 3.06.
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Undisclosed Liability means any indebtedness, claim, damage, cost, expense, obligation or guarantee of the Company arising at, resulting from, relating to or arising out of the business, operations or assets of the Company prior to the Closing Date which Sellers and/or the Company knew or should have known and was not included either in the Financial Statements or the Disclosure Schedules, and may cause a Loss of at least Ten Thousand Dollars (US$ 10,000); provided however that the knowledge under this definition implies only actual (but not constructive or imputed) knowledge. For the purpose of this definition Company means Casino Magic Neuquen S.A., it directors, managers and/or employees.
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Related to Undisclosed Liability

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Material Litigation is defined in Section 6.7.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Undisclosed Administration means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Adverse Effect has the meaning assigned to such term in Section 2.1.5;

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Material Gas Imbalance means, at any time, with respect to all Gas Balancing Agreements to which any Credit Party is a party or by which any Mineral Interest owned by any Credit Party is bound, a net gas imbalance at such time to all such Credit Parties in excess of, in the aggregate, three percent (3%) of the Borrowing Base then in effect.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Material Permits shall have the meaning ascribed to such term in Section 3.1(m).