No Material Undisclosed Liabilities. To the knowledge of the Company or the Shareholder, there is no liability or obligation of the Company and the Company Subsidiaries of any nature, whether absolute, accrued, contingent, or otherwise, other than: (a) the liabilities and obligations that are fully reflected, accrued, or reserved against on the Company Balance Sheet, for which the reserves are appropriate and reasonable, or incurred in the ordinary course of business and consistent with past practices since July 31, 1997; (b) the loss contingencies set forth in Section 2.14 of the Company Disclosure Schedule; (c) contractual liabilities or obligations of a nature not required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles, but which, if material, are disclosed in Section 2.14 of the Company Disclosure Schedule; and (d) other liabilities and loss contingencies which are not material in the aggregate to the business, operations, assets or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a whole. The Company and the Company Subsidiaries are not signatories to, and are not in any manner a guarantor, endorser, assumptor or otherwise primarily or secondarily liable for or responsible for the payment of, any notes payable other than those set forth in Section 2.21 of the Company Disclosure Schedule.
Appears in 1 contract
Sources: Merger Agreement (Tyler Corp /New/)
No Material Undisclosed Liabilities. To the knowledge of the Company or the ShareholderShareholders, there is no liability or obligation of the Company and the Company Subsidiaries of any nature, whether absolute, accrued, contingent, or otherwise, other than:
: (a) the liabilities and obligations that are fully reflected, accrued, or reserved against on the Company Balance Sheet, for which the reserves are appropriate and reasonable, or incurred in the ordinary course of business and consistent with past practices since July August 31, 1997;
; (b) the loss contingencies set forth in Section 2.14 of the Company Disclosure Schedule;
; (c) contractual liabilities or obligations of a nature not required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles, but which, if material, are disclosed in Section 2.14 of the Company Disclosure Schedule; and
and (d) other liabilities and loss contingencies which are not material in the aggregate to the business, operations, assets or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a wholeCompany. The Company and the Company Subsidiaries are is not signatories a signatory to, and are is not in any manner a guarantor, endorser, assumptor or otherwise primarily primary or secondarily liable for or responsible for the payment of, any notes payable other than those set forth in Section 2.21 of the Company Disclosure Schedule.. 2.15
Appears in 1 contract
No Material Undisclosed Liabilities. To the knowledge of the Company or the ShareholderShareholders, there is no liability or obligation of the Company and the Company Subsidiaries of any nature, whether absolute, accrued, contingent, or otherwise, other than:
(a) the liabilities and obligations that are fully reflected, accrued, or reserved against on the Company Balance Sheet, for which the reserves are appropriate and reasonable, or incurred in the ordinary course of business and consistent with past practices since July August 31, 1997;
(b) the loss contingencies set forth in Section 2.14 of the Company Disclosure Schedule;
(c) contractual liabilities or obligations of a nature not required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles, but which, if material, are disclosed in Section 2.14 of the Company Disclosure Schedule; and
(d) other liabilities and loss contingencies which are not material in the aggregate to the business, operations, assets or condition (financial or otherwise) of the Company and the Company Subsidiaries, taken as a wholeCompany. The Company and the Company Subsidiaries are is not signatories a signatory to, and are is not in any manner a guarantor, endorser, assumptor or otherwise primarily or secondarily liable for or responsible for the payment of, any notes payable other than those set forth in Section 2.21 of the Company Disclosure Schedule.
Appears in 1 contract
Sources: Merger Agreement (Tyler Corp /New/)