Absence of Undisclosed Liabilities; Acquisition Obligations Sample Clauses


Absence of Undisclosed Liabilities; Acquisition Obligations. Except as set forth on Section 3.9 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities required to be disclosed on a balance sheet prepared in accordance with GAAP, except for (a) Liabilities set forth on the Most Recent Balance Sheet, (b) Liabilities that are Transaction Expenses, (c) Liabilities that are Permitted Liens; and (d) Liabilities less than $5,000 in the aggregate that have arisen since the date of the Most Recent Balance Sheet in the ordinary course of business (none of which results from any breach or default under a Contract or a requirement of Law). Except for Liabilities reflected in the Financial Statements, neither the Company nor its Subsidiaries has any off-balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company or its Subsidiaries.