DISCLOSURE OF LIABILITIES. Each Spouse warrants to the other that he or she has not incurred nor shall incur, on or before the effective date of this Agreement, any liability not disclosed and listed in this Agreement for which the other is or may become personally liable or that could be enforced at any time against an asset held or to be received under this Agreement by the other Spouse. If either Spouse has incurred or does incur, on or before the effective date of this Agreement, any liability not disclosed and listed in this Agreement for which the other is or may become personally liable or that could be enforced at any time against an asset held or to be received under this Agreement by the other Spouse, that warrantor shall fully indemnify the other with respect to the obligation, including, but not limited to, any and all liability on the obligation, attorney fees, and related costs. This provision shall not be deemed to impair the availability, in a court of competent jurisdiction, of any other remedy arising from nondisclosure of such liabilities.
DISCLOSURE OF LIABILITIES where the Customer is a body corporate, as at the date of this Agreement, the Customer has no liabilities (contingent or otherwise) which are not disclosed in its financial statements (or by the notes thereto) furnished to the Bank or reserved against therein, nor were there at that date any unrealised or anticipated losses;
DISCLOSURE OF LIABILITIES. Seller does not know of, and does not have reasonable grounds for knowing of, any liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise, which relate to, or could adversely affect, the Purchased Assets being sold, assigned, conveyed, delivered and transferred under this Agreement, except as otherwise specifically disclosed herein.
DISCLOSURE OF LIABILITIES. The Business does not have any Liabilities, other than (i) the Liabilities discussed with Buyer, and (ii) commercial liabilities and obligations incurred in the ordinary course of business and consistent with past practice, and none of which has or will have a material adverse effect on the financial condition or results of Buyer's development, marketing, sales, and use of the Purchased Assets after the Closing. Other than as set forth in clauses (i) and (ii) in the immediately preceding sentence, Company has no knowledge of any basis for the assertion against Company of any liability in connection with or affecting the Business or the Purchased Assets, and there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may give rise to such Liabilities, except commercial liabilities and obligations incurred in the ordinary course of the Business and consistent with past practice. Company agrees that it shall indemnify, defend, and hold harmless Buyer, and its directors, officers, employees, agents, contractors, and controlled and controlling persons (hereinafter "Buyer's affiliates"), from and against all Claims (as that term is defined in Section 7.1 herein) asserted against, resulting to, imposed upon, or incurred by Buyer and Buyer's affiliates or the Purchased Assets, directly or indirectly, by reason of, arising out of or resulting from in any way claims against the Company, the Purchased Assets or Business resulting from actions occurring prior to Closing, in accordance with the provisions of Section 7.
DISCLOSURE OF LIABILITIES. For purposes of the computation of Net Cash pursuant to Section 1.6, on or prior to the Determination Date, Tigris shall provide Potomac with a list of all Liabilities of Tigris or any of its Subsidiaries as of the Determination Date which are individually in excess of $25,000 or in excess of $100,000 in the aggregate, that had not previously been disclosed to Potomac in the Tigris Disclosure Schedules.
DISCLOSURE OF LIABILITIES. For purposes of the computation of Net Cash pursuant to Section 1.6, on or prior to the Determination Date, CombiMatrix shall provide Invitae with a list of all Liabilities of CombiMatrix as of the Determination Date as well as projected through the Anticipated Closing Date which are individually in excess of $25,000 or in excess of $25,000 in the aggregate, that had not previously been disclosed to Invitae in the CombiMatrix Disclosure Schedules.
DISCLOSURE OF LIABILITIES. Shareholder and Seller have delivered to Purchaser an accurate list as of the Balance Sheet Date, attached hereto as Schedule 1.3, of all liabilities of ------------ Seller, which are reflected in the most recent available Balance Sheet and all liabilities incurred thereafter, whether incurred in the ordinary course of business or otherwise which are not otherwise reflected in the Balance Sheet of any kind, character and description, whether accrued, absolute, secured or unsecured, contingent or otherwise, together with, in the case of those liabilities which are not fixed, an estimate of the maximum amount which may be payable. For each such liability for which the amount is not fixed or is contested, Shareholder and Seller have provided the following information:
DISCLOSURE OF LIABILITIES. For purposes of the computation of Net Cash pursuant to Section 1.6, on or prior to the Determination Date, Celladon shall provide Eiger with a list of all Liabilities of Celladon as of the Determination Date which are individually in excess of $25,000 or in excess of $100,000 in the aggregate, that had not previously been disclosed to Eiger in the Celladon Disclosure Schedules.
DISCLOSURE OF LIABILITIES. All actual, potential and contingent liabilities of MNNI, Topsville and JGSL (including any that are disputed in any way) are fully and accurately disclosed in the financial statements annexed as Exhibit "B" (including any footnotes or other comments thereto). If not so fully and accurately disclosed, any and all additions or modifications are set forth in SCHEDULE 4.10. Annexed as Exhibit "F" is written consent, from the accountants who prepared the aforesaid financial statements, to the use of their audit opinions for the last three years in registration statements and reports that are filed with the SEC.
DISCLOSURE OF LIABILITIES. Except as disclosed on Schedule 21 and for liabilities arising in the ordinary course of business, to the knowledge of the Consultant, the Company has no contingent liabilities in existence as of the date hereof in an amount of $5,000 or more, except for: (i) liabilities reflected on the Company's balance sheet at September 30, 2001, or the Company's balance sheet at December 31, 2001 or otherwise known or disclosed to the Company as of the date hereof; and (ii) any contingent liabilities known, as of the date hereof, to other members of the Company's Board of Directors, the Company's Chief Operating Officer, or the Company's Chief Financial Officer (individually referred to as an "Unknown Contingent Liability"). Moreover, the Consultant specifically represents and warrants to the Company that the Company has no liability to Legal Research Center, Inc. of Minneapolis, MN in excess of $7,500. In the event that a claimant makes a demand or asserts a right to be paid for an Unknown Contingent Liability, and such claimant provides reasonable evidence to the Company that Consultant knew of such Unknown Contingent Liability prior to the date of the Agreement yet failed to disclose it to the Company, the Company, after notice to the Consultant, may, pursuant to the procedure set forth in Section 22 hereof, offset the amounts of the Unknown Contingent Liability against any sums due the Consultant pursuant to this Agreement.
