Common use of Absence of Undisclosed Liabilities and Changes Clause in Contracts

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 10 contracts

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statementbusiness, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity which has not been specifically disclosed herein or in Exhibit X to this Schedule.

Appears in 1 contract

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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