Example ContractsClausesNo Liabilities
No Liabilities
No Liabilities contract clause examples

No Assumed Liabilities. Buyer shall not assume any Liabilities of Seller. The Liabilities of Seller, none of which are assumed by Buyer, are sometimes referred to herein as the “Excluded Liabilities”. Before and after the Closing Date, Seller shall discharge and satisfy in full when due all of the Excluded Liabilities, whether incurred in the Ordinary Course or otherwise.

No Undisclosed Liabilities. Seller has no material liabilities or obligations of any nature, absolute, accrued, contingent or otherwise, that adversely impact the Portfolio Residuals and the merchants associated therewith.

No Liabilities. Notwithstanding any other provision in this Agreement, including this Section 4, nothing in this Agreement shall require any Consenting Creditor to incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities or other obligations to any Consenting Creditor. Notwithstanding the immediately preceding sentence, nothing in this Section 4.04 shall serve to limit, alter or modify any Consenting Creditor’s express obligations under the terms of this Agreement.

No Undisclosed Liabilities. Neither the Recipient nor any of the Recipient Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Recipient Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for # liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and # liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

No Undisclosed Liabilities. Except as set forth in the SEC Documents, neither Buyer nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities # in the aggregate adequately provided for in Parent’s unaudited balance sheet (including any related notes thereto) as of March 31, 2021, included in Buyer’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2021 (the “2021 Balance Sheet”), # incurred in the ordinary course of business and not required under GAAP to be reflected on the 2021 Balance Sheet, # incurred since March 31, 2021 in the ordinary course of business, # incurred in connection with this Agreement or the other transactions contemplated hereby, or # which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

No Undisclosed Liabilities. Except # as reflected in or reserved against in the Financial Statements, # as set forth on [Schedule 2.6], # for liabilities incurred in the Ordinary Course of Business, # for liabilities under an executory portion of a Contract that have not yet been performed, # for Liabilities under this Agreement or entered into in connection herewith, or # Liabilities that are not material to Prospect Medical or any of its Subsidiaries (as applicable), neither Prospect Medical nor any of its Subsidiaries has any material Liabilities.

Liabilities. Buyer hereby assumes and agrees to pay, perform and discharge when due only the following Liabilities of Seller related to the Business (the “Assumed Liabilities”):

No Undisclosed Liabilities. Except to the extent associated with proceeds of helium produced from the Wells, or as otherwise disclosed on [Schedule 3.22] (none of which have or will have arisen as a result of negligence, gross negligence, strict liability, tort, toxic tort, environmental liabilities, violations of law, or default under any material contract attributable to Mayzure or for which Mayzure shall be responsible), Mayzure does not have any material debts, liabilities, or obligations of any kind or character whatsoever, whether accrued, absolute, contingent, matured, not matured, known, unknown, or otherwise, and whether or not of a character as would be required to be reflected in a balance sheet of Mayzure.

No Liabilities. Except for # Mandatory Cure Items (which pursuant to Section 3.3 hereof shall be fully released of record as of the applicable Closing), # obligations under such Seller’s respective Company’s Government Lease and Service Agreements, # liabilities incurred in connection with the transactions contemplated by this Agreement or otherwise as contemplated or permitted hereby, such Seller’s respective Company has no liabilities, including any liabilities that require such Company to indemnify its members or existing agreements to provide any indemnification to any person or entity.

No Liabilities. Notwithstanding any other provision in this Agreement, including this Section 4, nothing in this Agreement shall require any Consenting Noteholder to incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements that could result in expenses, liabilities or other obligations to any Consenting Noteholder. Notwithstanding the immediately preceding sentence, nothing in this [Section 4.04] shall serve to limit, alter or modify any Consenting Noteholder’s express obligations under the terms of this Agreement.

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