Absence of Undisclosed Liabilities and Agreements. The Company does not have any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) which are not accurately reflected or provided for in the balance sheet dated as of the Balance Sheet Date included within the Financial Statements (whether or not they are required to be disclosed under GAAP), other than (a) those incurred in the ordinary course of the Company’s business since Balance Sheet Date, (b) those disclosed in this Agreement or the disclosure schedules and (c) those material obligations arising subsequent to the date hereof pursuant to the express terms of executory Contracts, which executory Contracts (to the extent such Contracts are material to the business of the Company) are identified on Schedule 3.1(i). Neither the Company nor any of its officers or directors has effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulations S-K of the Commission) since the Balance Sheet Date. Except as set forth on Schedule 3.1(i) or otherwise contemplated by this Agreement, as of the Closing there will be no Liabilities of the Company.
Absence of Undisclosed Liabilities and Agreements. Except as set forth in Schedule 6.1(k), the balance sheet as of December 28, 1997, included in the Audited Financial Statements, the Annual Report on Form 10-K for the year ended December 28, 1997 (the "Annual Report"), or any Quarterly Report on Form 10-Q for the fiscal quarters ended April, July and October 1998 (the "Quarterly Reports"), neither the Company nor any of its Subsidiaries (i) had, as of December 28, 1997, debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise and whether due or to become due (including without limitation any uninsured liabilities resulting from failure to comply with any law applicable to the conduct of its business) which are material to the financial condition of the Company and its Subsidiaries as a whole, (ii) has incurred since December 28, 1997 any such debts, liabilities or obligations (other than debts, liabilities or obligations incurred in the ordinary and usual course of business after December 28, 1997) which materially and adversely affect the financial condition of the Company and its Subsidiaries considered as a whole, or (iii) has, since December 28, 1997, conducted its business otherwise than in the ordinary and usual course. To the knowledge of the executive officers of the Company, neither the Company nor any of its Subsidiaries is in violation of any instrument, arbitration award, judgment or decree applicable to the Company
Absence of Undisclosed Liabilities and Agreements. Except as set forth on Schedule 4.11, RXXX does not have any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) which are not accurately reflected or provided for in the balance sheet dated as of the Applicable Date included within the RXXX GAAP Financial Statements (whether or not they are required to be disclosed under GAAP), other than (a) those incurred in the Ordinary Course of RXXX’x business since the Applicable Date and (b) those material obligations arising subsequent to the date hereof pursuant to the express terms of executory Contracts, which executory Contracts (to the extent such Contracts are material to the business of RXXX) are identified on Schedule 4.11. Except as set forth on Schedule 4.11, as of the Closing, RXXX will have no Liabilities.
Absence of Undisclosed Liabilities and Agreements. The Company does not have any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) which are not accurately reflected or provided for in the balance sheet dated as of the Balance Sheet Date), other than (a) those incurred in the ordinary course of the Company’s business since Applicable Date, (b) those disclosed in this Agreement or the disclosure schedules and (c) those material obligations arising subsequent to the date hereof pursuant to the express terms of executory Contracts, which executory Contracts. Neither the Company nor any of its officers or directors has effected any “off-balance sheet arrangements.”
Absence of Undisclosed Liabilities and Agreements. Except as specifically provided for in the Balance Sheet, the Company and its Subsidiaries (i) did not have, as of December 31, 1994, any material debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise and whether due or to become due (including, without limitation, any liabilities resulting from the failure to comply with any law applicable to the Company, any of its Subsidiaries or to the conduct of their business) (ii) have not incurred, since December
Absence of Undisclosed Liabilities and Agreements. Except as ------------------------------------------------- specifically provided for in the Balance Sheet, the Company and its Subsidiaries (i) did not have, as of December 31, 1994, any material debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise and whether due or to become due (including, without limitation, any liabilities resulting from the failure to comply with any law applicable to the Company, any of its Subsidiaries or to the conduct of their business (ii) have not incurred, since December 31, 1994, any such debts, liabilities or obligations other than in the ordinary and usual course of their business, (iii) are not a party to any material agreement which contains unusual or burdensome terms and conditions, or (iv) except in connection with the transactions contemplated in this Agreement, has not, since December 31, 1994, conducted their business otherwise than in the ordinary and usual course.
Absence of Undisclosed Liabilities and Agreements. Except as reflected in the Audited Financial Statements or as set forth in Schedule 6.9 of the Seller Disclosure Schedule, or otherwise contemplated by this Agreement, the Seller has neither (i) incurred any debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise and whether due or to become due, which are material to the Purchased Assets; nor (ii) become a party to any agreement (other than agreements made in the ordinary and usual course of its business) which affects or may affect materially and adversely the Purchased Assets.
Absence of Undisclosed Liabilities and Agreements. Neither the Parent nor the Principal Shareholder has (i) incurred any debts, Liabilities or obligations, whether accrued, absolute, contingent or otherwise and whether due or to become due, which are material to the Purchased Assets, or (ii) become a party to any agreement (other than agreements made in the ordinary and usual course of its business) which affects or may affect materially and adversely the Purchased Assets.
Absence of Undisclosed Liabilities and Agreements the conduct of their business) except as disclosed the Financial Statements and February Balance Sheet, (ii) have not incurred, since December 31, 1996 any such debts, liabilities or obligations other than in the ordinary and usual course of their business consistent with past practice and which would be reflected on a balance Sheet prepared in the ordinary course of business.
Absence of Undisclosed Liabilities and Agreements. MSC does not have any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) which are not accurately reflected or provided for in the balance sheet dated as of the Balance Sheet Date included within the GAAP Financial Statements (whether or not they are required to be disclosed under GAAP), other than (a) those incurred in the ordinary course of MSC’s business since Applicable Date and (b) those material obligations arising subsequent to the date hereof pursuant to the express terms of executory Contracts, which executory Contracts (to the extent such Contracts are material to the business of MSC) are identified on Schedule 2.9. Neither MSC nor any of its officers or directors has effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulations S-K of the Commission) since December 31, 2014. Except as set forth on Schedule 2.9, as of the Closing MSC and its Subsidiaries will have no Liabilities.
