No Undisclosed Debt Sample Clauses

The "No Undisclosed Debt" clause requires that a party, typically the seller in a transaction, affirms there are no outstanding debts or financial obligations that have not been previously disclosed to the other party. In practice, this means the seller must reveal all liabilities, such as loans, unpaid invoices, or contingent obligations, before the agreement is finalized. This clause helps ensure transparency and protects the buyer from inheriting unexpected financial burdens, thereby allocating risk and promoting trust in the transaction.
No Undisclosed Debt. Since its date of incorporation, Buyer has had no operations except in connection with effecting the Consolidation Transactions and preparing for operation of its business after the Closing. Buyer has no material tangible assets, and except as set forth on Schedule 3.6, Buyer has no material liabilities or obligations for borrowed money or payment for services rendered to Buyer. From and after the Closing, Buyer or its Affiliates may have liabilities or obligations for money borrowed to effect the Consolidation Transactions and as a result of acquisitions by Buyer in the Consolidation Transactions, and Buyer makes no representations or warranties about any such liabilities or obligations or the absence thereof.
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No Undisclosed Debt. Except for those disclosed in the balance sheet and disclosure sheet attached in Appendix 2, to the knowledge of the Transferor, the Company has no unpaid debt, liability or obligation (whether accrued, absolute, contingent or others), and no unperformed undertaking or obligation of any kind (whether such undertaking or obligation is deemed at present as debt of the Company or any subsidiary, in accordance with the acknowledged accounting principles), except for those payable accounts in the normal business operation.
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No Undisclosed Debt. Except for (i) liabilities disclosed or accrued in the statements; (ii) non material liabilities incurred in the ordinary course of business since the statement date; (iii) liabilities disclosed in other parts of this Agreement, there are no actual or contingent liabilities of the target company and its affiliated companies on the day of signing this Agreement.
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No Undisclosed Debt. School does not have any debt that has not been disclosed to the Client in writing.
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No Undisclosed Debt. Except for those disclosures reflected in or prepared for the balance sheet, or taken place after the date of the balance sheet and reflected in disclosure sheet in Appendix 2, the Company has no unpaid debt or any liability or obligation (whether is accrued, absolute, contingent or others), and no unperformed undertaking or obligation in any kind (whether such undertaking or obligation is deemed at present as debt of the Company or any subsidiary, in accordance with the acknowledged accounting principles), except for those payable accounts in the normal business operation.
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No Undisclosed Debt. Since its date of incorporation Buyer has had no operations except operations in connection with effecting the Consolidation Transactions and preparing for operation of its business after the Closing. Buyer has no material tangible assets, and except as set forth on Schedule 3.6, Buyer has no material liabilities or obligations for borrowed money or payment for services rendered to Buyer. From and after the Closing, Buyer or its Affiliates may have liabilities or obligations for money borrowed to effect the Consolidation Transactions and as a result of acquisitions by Buyer in the Consolidation Transactions, and Buyer makes no representations or warranties about any such liabilities or obligations or the absence thereof.
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No Undisclosed Debt. 23 3.7 Accuracy of Information...................................................... 23
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No Undisclosed Debt. The financial report includes the complete and accurate description of all the loan, debt, liabilities and guarantee incurred or reasonably expected to incur by Qianjun as of the signing date, including but not limited to any outstanding loan/borrowing by Qianjun from any of the Original Shareholders and/or any third party, and any third-party guarantee made by Qianjun for any of the Original Shareholder or any thir-party liabilities or their interest; except for the debt reflected in the financial report, there is no any other actual or contingent liabilities against or in relation to Qianjun or its assets and properties, or could affect Qianjun or its assets and properties, such liabilities do not include any single debt incurred in the ordinary course of business with an amount less than RMB50,000 or an aggreagte amount no more than RMB150,000; further, Qianjun is not a guarantor, party to compensate, promisor or any other obligor on any liabilities of the Original Shareholder, Guarantors or any third-party. Among these, all the group debt undertaken by Qianjun to the Original Shareholders, Guarantor and their respective affiliates as shown in Exhibit 7 Confirmation Letter of Group Debt, after the Buyer makes the payment to the group creditor to settle the the debt owed by the Target to the group creditor pursuant to Article 2.2 of this Agreement, Qianjun owes no outstanding debt to each of the Guarantors and their affiliates.
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Related to No Undisclosed Debt

  • No Undisclosed Liabilities Local Church has, and at the Disaffiliation Date will have, no debts, liabilities, commitments, or obligations of any nature, absolute, accrued, contingent or otherwise, relating to its business, other than those which (a) are fully reflected or reserved against on the Financial Statements (defined below) or (b) have been incurred since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business in amounts and for terms consistent, individually and in the aggregate, with the past practices of its business. Except as shown in the Financial Statements, the Local Church is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any other party, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

  • No Undisclosed Material Liabilities There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto; (ii) ordinary course liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; and (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • No Undisclosed Relationships No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.