Common use of Liabilities of Company Clause in Contracts

Liabilities of Company. As of the Closing Date, other than routine state franchise or similar taxes, stock transfer agent fees and filing fees under the Exchange Act, Seller agrees that there shall be no liabilities or debts of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or debt. In any event, any debts or liabilities incurred by the Company prior to the Closing (and not accrued as of the Closing Date) shall be paid from the proceeds from the sale of the Shares to Purchaser. Seller shall be jointly and severally liable for the payment of such liabilities.

Liabilities of Company. As of the Closing Date, other than routine state franchise or similar taxes, stock transfer agent fees and filing fees under the Exchange Act, Seller agrees Sellers agree that there shall be no liabilities or debts of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability or debt. In any event, any debts or liabilities incurred by the Company prior to the Closing (and not accrued as of the Closing Date) shall be paid from the proceeds from the sale of the Shares to Purchaser. Seller Sellers shall be jointly and severally liable for the payment of such liabilities.