Indebtedness; Liabilities. As of the date hereof, the Company has, and until the consummation of the transactions contemplated by the Asset Purchase Agreement the Company will have, no outstanding Indebtedness or other liabilities or obligations (known, unknown, accrued, absolute, contingent, determined or determinable, or otherwise), other than its obligations under this Agreement and the Asset Purchase Agreement and obligations incurred in connection with the Company’s formation.
Indebtedness; Liabilities. The Company has no Company Debt or liabilities of any kind (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), except for liabilities under the Company Contracts and liabilities in respect of Company Employees and the Company Benefit Plans.
Indebtedness; Liabilities. As of immediately prior to the Closing, the Company will not have any Indebtedness other than the Closing Indebtedness. The Company has no liabilities or obligations of a type required to be reflected on a balance sheet prepared in accordance with GAAP, and to the Company’s Knowledge, the Company has no other material contingent or accrued liabilities of the type required to be reflected on or described in financial statements or footnotes thereto prepared in accordance with GAAP, except in each case for liabilities or obligations (i) reflected or reserved against in the Latest Balance Sheet or described in the notes thereto, (ii) incurred by the Company in the Ordinary Course of Business after the date of the Latest Balance Sheet or (iii) described in the Company Disclosure Schedule; provided, however, that no representation or warranty is made in this Section 5.7 with respect to any liability or obligation relating to intellectual property matters, Taxes, Permits, compliance with Laws or Environmental Laws.
Indebtedness; Liabilities. Except as Previously Disclosed, incur any indebtedness for borrowed money in an amount exceeding $5,000,000 in the aggregate or voluntarily incur or become subject to any material liability, in each case other than in the ordinary course of business consistent with past practice.
Indebtedness; Liabilities. Other than in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise as an accommodation become responsible or liable for the obligations of any other individual, corporation or other entity.
Indebtedness; Liabilities. As of the Closing Date, the Loan Parties have no Indebtedness for borrowed money or other material liabilities (direct or contingent), other than the Convertible Notes or as otherwise disclosed on Schedule 4.3 or in the financial statements filed by Parent with the SEC on November 7, 2022.
Indebtedness; Liabilities. (a) The Company will not, and will not permit any of its Subsidiaries to, create, incur, or suffer to exist any Indebtedness except:
Indebtedness; Liabilities. Purchaser Holdco does not owe any Indebtedness and the Company Assumed Liabilities are the only Liabilities of Purchaser Holdco.
Indebtedness; Liabilities. Other than its investment in the Company and related transactions and the transactions contemplated by the Transaction Documents, such Party (i) has not conducted any business since its formation and (ii) has no indebtedness, obligations or other liabilities as of the Merger Effective Time (other than Taxes, which shall be governed exclusively by Section 3.8).
Indebtedness; Liabilities. (a) Section 4.7(a) of the Disclosure Schedule sets forth (i) as of the date of this Agreement, all outstanding Indebtedness of any member of the Company Group and for each such item of Indebtedness, identifies the debtor, the principal amount outstanding, the creditor and the maturity date and (ii) all outstanding letters of credit, fidelity bonds and surety bonds of the Company Group.
