Absence of Material Undisclosed Liabilities. Except for (a) ------------ ------------------------------------------- any and all liabilities, accounts payable and accrued expenses reflected on the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date, and (b) obligations of future performance under contracts set forth on a Schedule hereto and other contracts entered into in the ordinary course of business which are not required to be listed on a Schedule hereto, as of the Closing Date, the Company will have no material liabilities or obligations, whether absolute, accrued, contingent or otherwise and whether due or to become due.
Absence of Material Undisclosed Liabilities. The Purchaser does not have any material liabilities (fixed or contingent, except for payroll tax liabilities due or to become due) which are, or indebtedness which is, not fully reflected or provided for in the Balance Sheet, other than trade payables and accruals incurred in the ordinary course of business since the date of the Balance Sheet and executory contracts entered into in the ordinary course of business.
Absence of Material Undisclosed Liabilities. Except for accounts payable and accrued expenses reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date (if any), and obligations of future performance under Material Contracts set forth on a Schedule hereto and under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on a Schedule hereto, as of the Closing Date, Seller will not have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, whether due or to become due for which Buyer will have any liability.
Absence of Material Undisclosed Liabilities. Except for (a) accounts payable and accrued expenses reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date, and (b) obligations of future performance under contracts set forth on a Schedule hereto and other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on a Schedule hereto, as of the Closing Date, the Company and each Subsidiary will have no material liabilities or obligations, whether absolute, accrued, contingent or otherwise and whether due or to become due relating to an event pertaining to the conduct of the Business prior to Closing.
Absence of Material Undisclosed Liabilities. The Borrower does not have any material liabilities (fixed or contingent, except for payroll tax liabilities due or to become due) which are, or indebtedness which is, not fully reflected or provided for in the Balance Sheet, other than trade payables and accruals incurred in the ordinary course of business since the date of the Balance Sheet and executory contracts entered into in the ordinary course of business.
Absence of Material Undisclosed Liabilities. Except for (a) liabilities reflected in the Company Balance Sheet or incurred in the ordinary course of business since the Company Balance Sheet Date, (b) liabilities that are not required to be reflected in the Company Financial Statements under IFRS (SME), (c) obligations of future performance under Contracts set forth on the Company Disclosure Letter and under other Contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on the Company Disclosure Letter hereto, as of the Closing Date, (d) liabilities incurred in connection with the Transactions, and (e) liabilities included on the Schedule of Closing Cash, Liabilities and Indebtedness, the Company does not have any material Liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
Absence of Material Undisclosed Liabilities. Except for (a) as reflected on the Balance Sheet and other similar amounts incurred in the ordinary course of business since the Balance Sheet Date, and (b) obligations of future performance under a Material Contract and under other contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on the Disclosure Schedule, as of the Closing Date, none of the Company or any of its Subsidiaries will have any material liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
Absence of Material Undisclosed Liabilities. Except for (a) liabilities reflected in the books and records of the Company described in Section 2.5(a) (Financial Statements), and (b) obligations of future performance under Contracts set forth on the Company Disclosure Letter and under other Contracts entered into in the ordinary course in accordance with this Agreement which are not required to be listed on the Company Disclosure Letter hereto, as of the Closing Date, the Company does not have any material Liabilities or obligations, whether absolute, accrued, contingent or otherwise, and whether due or to become due.
Absence of Material Undisclosed Liabilities. The Company has no material Liabilities, either direct or indirect, matured or unmatured, or absolute, contingent or otherwise, which relate to the Business except: (i) those Liabilities set forth in the Balance Sheet, all of which were incurred in the normal course of business, (ii) Liabilities arising in the ordinary course of business since the date of such balance sheet, (iii) contracts or other Liabilities set forth on the Disclosure Schedule, (iv) Liabilities assumed in accordance with Section 1.3(c), and (v) Excluded Liabilities.
Absence of Material Undisclosed Liabilities. Except as disclosed in SCHEDULE 3.6, neither the Company nor any Subsidiary has any material indebtedness or material liability, absolute or contingent, direct or indirect, which is not shown or provided for in the Audited Financial Statements or on the face of the Balance Sheet, other than liabilities incurred or accrued in the ordinary course of business (including Liens for current taxes and assessments not in default) since December 31, 2003.
