No Additional Liabilities. Except (i) as set forth in the most recent financial statements included in the Company SEC Documents filed or furnished by the Company during the past 12 months and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), (ii) incurred since June 30, 2005 in the ordinary course of business, or (iii) set forth in Section 3.01(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.
No Additional Liabilities. At November 30, 2003, the Company had no liability, absolute or contingent(1), which is not shown on or reserved against on the September 30, 2003 balance sheet included in the unaudited financials (the "September 30, 2003 Balance Sheet"). Since September 30, 2003, there has been no change in the condition, financial or otherwise, of the Company or on the accompanying statement of operations. Since September 30, 2003, the Company has incurred no indebtedness or contingent liability other than in the ordinary course of business as set forth on Schedule 3.13 attached hereto. The Company shall have a cash balance of at least $1,422 in its bank account at Closing. The Company has no employees.
No Additional Liabilities. If, between the date of this Agreement and the Closing Date, Buyer notifies Seller of any facts or circumstances not contemplated in the Disclosure Schedule that would constitute a breach of any representation or warranty of Seller contained in this Agreement, which facts or circumstances would constitute (or would reasonably be likely to constitute) an actual or contingent liability for Buyer or the Business after Closing, then in each instance Seller shall have agreed that any such liability shall be added, as of Closing, to the Retained Known Liabilities. Notwithstanding the foregoing, this Section 13.6 shall not apply to any liability (i) to the extent that Buyer is responsible therefor pursuant to Section 16.4.3 hereof, or (ii) that is assumed by Buyer or its designee(s) pursuant to subparts (i), (ii), (iii), (iv), (v) or (vii) of Section 5.1 hereof. Immediately prior to Closing, the parties shall prepare an updated Exhibit 4(a) to include any additional liabilities which Seller has agreed to add to the Retained Known Liabilities.
No Additional Liabilities. Other than the obligations specifically assumed by ASI at Closing, ASI is not assuming and will not be responsible or liable for any liabilities (including but not limited to warranty liability or product liability on any products) relating to Seller or the Business being transferred because of this Agreement, or the Assets.
No Additional Liabilities. Other than any obligations specifically assumed by ASI at Closing, ASI is not assuming and will not be responsible or liable for any liabilities relating to Intelligraphics or Xxxxxxxx or the Business being transferred because of this Agreement, or the Assets transferred pursuant hereto, and Intelligraphics and Xxxxxxxx hereby agree to indemnify and hold harmless ASI against any such unassumed obligations or claims against ASI arising from such obligations, under the terms of Paragraph 6.3.
