Liabilities of the Corporation. The Corporation does not have any Liabilities (contingent or otherwise) of any kind whatsoever, and there is no basis for any assertion against the Corporation of any Liabilities of any kind, including liabilities relating to any failure to comply with product specifications other than:
Liabilities of the Corporation. The Corporation has no liabilities, contingent or otherwise, including, without limitation, liabilities for state or Federal income, withholding, sales, or other taxes, except to the extent reflected, reserved against, or provided for, in the Corporation's Most Recent Balance Sheet, except for taxes, trade payables and other obligations incurred after the date of the Corporation's Most Recent Balance Sheet in amounts consistent in all material respects, with those incurred in prior periods in the ordinary course of business, including without limitation liabilities for unearned tuition.
Liabilities of the Corporation. There are no liabilities or obligations of any nature (whether liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Corporation of any kind whatsoever, other than:
Liabilities of the Corporation on the Closing Date the Liabilities of the Corporation shall remain liabilities of and Selling Shareholder and Buyer shall have no obligation, liability, or responsibility for the payment thereof.
Liabilities of the Corporation. There are no liabilities (fixed, contingent or otherwise) of the Corporation required to be disclosed in accordance with GAAP, other than liabilities that have been:
Liabilities of the Corporation. Except for those liabilities that will be assumed as provided for on Schedule 3.18 of the Disclosure Schedules for those obligations provided, the Corporation shall have no liabilities or obligations whatsoever on or prior to the Closing Date.
Liabilities of the Corporation. Except as set out in Schedule 3.3(3), there are no liabilities or obligations of any nature (whether known or unknown, liquidated or unliquidated, due or to become due and whether absolute, accrued, contingent or otherwise) of the Corporation of any kind whatsoever, and there is no basis for any assertion against the Corporation of any liabilities or obligations of any kind, other than:
Liabilities of the Corporation. Except for the liabilities reflected in the Balance Sheet or the documents described in Schedule 4, and all other obligations incurred in the ordinary course of business since the Balance Sheet Date, the Corporation does not have and is not subject to any liability of any nature, whether accrued, absolute, contingent or otherwise. Any other liabilities or obligations of the Corporation are hereinafter collectively referred to as the "Excluded Liabilities." Sellers shall assume and hold the Corporation and Buyer harmless from and against any and all Excluded Liabilities as provided in Section 9 The Excluded Liabilities include, without limitation, the following:
Liabilities of the Corporation. Other than as disclosed in Schedule 3.1(10) to the Disclosure Letter, as of the Effective Date, there are no liabilities (contingent or otherwise) of the Corporation of any kind whatsoever that are not disclosed in the Financial Statements, and there is no basis for assertion against the Corporation of any liabilities of any kind whatsoever. Without limiting the generality of the foregoing, other than as disclosed in Schedule 3.1(10) to the Disclosure Letter, (i) the Corporation has no bonds, debentures, mortgages, promissory notes or other indebtedness, nor any obligation to create or issue any bonds, debentures, mortgages, promissory notes or other indebtedness, and (ii) the Corporation is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any person, including any unfunded obligation any employee benefit or pension plans.
Liabilities of the Corporation. Except for the liabilities reflected ------------------------------ in the Balance Sheet, the Real Property Leases, the documents described in SCHEDULE 1.1(d), and all other obligations incurred in the ordinary course of --------------- business since the Balance Sheet Date, the Corporation does not have and is not subject to any liability of any nature, whether accrued, absolute, contingent, or otherwise, other than liabilities or obligations of the Corporation which are included in the Excluded Liabilities and are subject to indemnification by the Sellers pursuant to Section 7.2 of this Agreement. There are no facts in existence which might reasonably serve as the basis for any liability or obligation of the Corporation which is not fully disclosed in this Agreement and the Schedules hereto. Except as described in SCHEDULE 4.1(g), the Corporation is --------------- and as of the Closing Date will be current in all payment obligations to which it is subject, except as otherwise agreed by Buyer.
