Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. The Company has no liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has Companies have no liabilities or obligations (of any nature, whether known or unknown, absolute, accrued, contingent contingent, or otherwise and whether due or to become due) , arising out of or relating to the Companies, except (ai) as set forth on Schedule 3.6 and (ii) as and to the extent reflected disclosed or reserved against in the Balance Sheet Financial Statements or (b) those liabilities or obligations incurred taken into account in the Ordinary Course calculation of Business since the Balance Sheet Date which would not individuallyWorking Capital. Without limiting the foregoing, or in except to the aggregate, reasonably be expected to have a Material Adverse Effect.extent specifically disclosed on Schedule 3.6:

Absence of Undisclosed Liabilities. The Company has no liabilities or obligations does not have any liability (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) otherwise), except for (a) to the extent reflected in liabilities shown on the Balance Sheet or Sheet, (b) those liabilities or obligations incurred in the Ordinary Course of Business that have arisen since the Balance Sheet Date which would not individually, or in the aggregate, reasonably ordinary course of business and that are similar in nature and amount to the liabilities that arose during the comparable period of time in the immediately preceding fiscal period and (c) contractual and other liabilities incurred in the ordinary course of business that are not required by GAAP to be expected to have reflected on a Material Adverse Effectbalance sheet.

Absence of Undisclosed Liabilities. The Company has no material obligations or liabilities of any nature (matured or obligations unmatured, fixed or contingent) other than (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (bi) those liabilities disclosed or obligations reserved against in its Reference Balance Sheet, (ii) those incurred in the Ordinary Course ordinary course of Business business and not required to be set forth in the Reference Balance Sheet under GAAP, and (iii) those incurred in the ordinary course of business since the Reference Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectand consistent with past practice.

Absence of Undisclosed Liabilities. The Company has no material liabilities or obligations obligations, absolute or contingent (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, individually or in the aggregate), reasonably be expected to have a Material Adverse Effectexcept as set forth in the financial statements or as incurred in the ordinary course of business after the date of the financial statements.

Absence of Undisclosed Liabilities. The Except to the extent ----------------------------------- reflected or reserved in the Most Recent Balance Sheet, or incurred after the date of such balance sheet in the ordinary course of business, or incurred in connection with the transactions contemplated by this Agreement, the Company has no material liabilities or obligations (of any nature, whether known or unknownaccrued, absolute, accruedcontingent, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no material liabilities or obligations of any nature (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) otherwise), except (ai) as and to the extent reflected in the Balance Sheet or Financial Statements, and (bii) those for liabilities or obligations that have been incurred in the Ordinary Course ordinary course of Business since the Balance Sheet Date which business consistent with past practice and that would not individuallynot, or individually and in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the assets, financial condition, business or operations of the Company.

Absence of Undisclosed Liabilities. The Company has There are no liabilities or obligations of any nature (whether known or unknown, fixed, absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) of the Company except (a) to the extent those reflected in the Most Recent Balance Sheet or Sheet, and (b) those liabilities or obligations incurred in the Ordinary Course of Business since the date of the Most Recent Balance Sheet Date Sheet, which would not individually, individually or in the aggregate, aggregate have not resulted in or could not reasonably be expected to have result in a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no liabilities material obligation or obligations liability (whether known or unknownaccrued, absolute, accruedcontingent, contingent liquidated or otherwise and otherwise, whether due or to become due) ), arising out of any transaction entered into at or prior to the Closing, except (a) to the extent reflected as disclosed in the Balance Sheet Financial Statements or (b) those liabilities or obligations incurred arising in the Ordinary Course ordinary course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectbusiness.

Absence of Undisclosed Liabilities. The Except to the extent reflected or reserved against in the Most Recent Balance Sheet, or incurred after the date of such balance sheet in the ordinary course of business other than in connection with the transactions with Affiliates, the Company has no material liabilities or obligations (of any nature, whether known or unknownaccured, absolute, accruedcontingent, contingent or otherwise (including, liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no does not have any material obligations or material liabilities or obligations (whether known or unknownaccrued, absolute, accruedcontingent, contingent unliquidated or otherwise and otherwise, whether due or to become duedue and regardless of when or by whom asserted) except except: (ai) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practices since the Interim Balance Sheet Date (which would collectively are not individually, or in material); and (ii) liabilities reflected on the aggregate, reasonably be expected to have a Material Adverse EffectInterim Balance Sheet at the Interim Balance Sheet Date.

Absence of Undisclosed Liabilities. The Company has no ---------------------------------- liabilities or obligations (whether known xxxxxx or unknowninchoate, absoluteabsolute or contingent, accrued, contingent or otherwise and whether due or to become dueotherwise) except (ai) to the extent liabilities which are reflected in and reserved against or disclosed on the Balance Sheet or Sheet, (bii) those liabilities or obligations incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the Balance Sheet Date and which would have not individuallyresulted in, and could not reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no is not subject to any liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due otherwise) of any nature, except liabilities or to become due) except obligations (a) to which are provided for in the extent Financial Statements or reflected in the Balance Sheet or notes thereto, (b) those which were incurred after September 30, 2006, and were incurred in the ordinary course of business and consistent with past practices, or (c) liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectunder this Agreement.

Absence of Undisclosed Liabilities. The Company has no does not have any liability or obligation of any nature, whether accrued, absolute, contingent, asserted, unasserted, known or unknown, or otherwise, except liabilities or obligations (whether known i) stated or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected adequately reserved against in the Balance Sheet or Sheet, (bii) those liabilities or obligations arising from commitments incurred in the Ordinary Course ordinary course of Business since business of types and amounts consistent with past experience after the date of the Balance Sheet Date which would not individuallySheet, or in (iii) that are not material to the aggregate, reasonably be expected to have a Material Adverse EffectCompany.

Absence of Undisclosed Liabilities. The Company has no does not have any material liabilities or obligations (obligations, whether known fixed, contingent, accrued or unknownotherwise, absolute, accrued, contingent liquidated or otherwise unliquidated and whether due or to become due, other than: (i) except liabilities reflected or reserved against on the Company Most Recent Balance Sheet; and (aii) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Company Most Recent Balance Sheet Date which would not individually, or in the aggregateordinary course of business, reasonably be expected to have a Material Adverse Effectconsistent with past practice in both type and amount.

Absence of Undisclosed Liabilities. The Company has no material obligations or liabilities of any nature (matured or obligations (whether known unmatured, fixed or unknown, absolute, accrued, contingent or otherwise and whether due or to become duecontingent) except other than: (a) to the extent reflected those set forth or adequately provided for in the Company Balance Sheet or Sheet; (b) those described in the Company Disclosure Schedule; (c) those not required to be reflected in the liabilities or obligations column of a balance sheet prepared in accordance with GAAP; and (d) those incurred in the Ordinary Course ordinary course of Business business since December 31, 2007 (the “Company Balance Sheet Date which would Date”) that are not individuallymaterial, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Except to the extent reflected or reserved against in the Most Recent Balance Sheet, or incurred after the date of such balance sheet in the ordinary course of business other than in connection with transactions with Affiliates, the Company has no material liabilities or obligations (of any nature, whether known or unknownaccrued, absolute, accruedcontingent, contingent or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no liabilities or obligations does not have any liability (whether known or unknown, absolute, accrued, contingent or otherwise unknown and whether due absolute or to become due) contingent), except for (a) to the extent reflected in liabilities shown on the Balance Sheet or and in the notes thereto; and (b) those liabilities or obligations incurred in the Ordinary Course of Business which have arisen since the Balance Sheet Date which would not individually, or in the aggregateordinary course of business and which do not exceed $10,000; and (c) contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet, reasonably be expected to have a Material Adverse Effectand which are not in the aggregate material.

Absence of Undisclosed Liabilities. The Company has no liabilities or obligations (whether known or unknownobligations, absolutefixed, accrued, contingent or otherwise (individually, a “Liability” and whether due collectively, “Liabilities”), that are not fully reflected or to become due) provided for on the Company Balance Sheet, except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations Liabilities incurred in the Ordinary Course ordinary course of Business business since the Company Balance Sheet Date Date, none of which would not individually, individually or in the aggregate, aggregate has had or could reasonably be expected to have a Company Material Adverse Effect, and (b) Liabilities expressly disclosed in Schedule 3.7.

Absence of Undisclosed Liabilities. The Company has no liabilities does not have any debt, liability or obligations (obligation of any nature, whether known or unknownaccrued, absolute, accrued, contingent or otherwise otherwise, and whether due or to become due) except (a) to the extent , which is not reflected or reserved against in the August Balance Sheet or (b) except for those liabilities or obligations which were incurred after August 31, 1996 in the Ordinary Course ordinary course of Business since the Balance Sheet Date which would not individually, or business and are usual and normal in amount both individually and in the aggregate, reasonably be expected to have a Material Adverse Effectaggregate except as set forth in Schedule 3.7.

Absence of Undisclosed Liabilities. The Company has no obligations or liabilities of any nature (matured or obligations (whether known unmatured, fixed or unknown, absolute, accrued, contingent or otherwise and whether due or to become duecontingent) except other than: (a) to the extent reflected those set forth or adequately provided for in the Company Balance Sheet or Sheet; (b) those liabilities or obligations described in Section 3.10 to the Company Disclosure Schedule; (c) those incurred in the Ordinary Course ordinary course of Business business since the Company Balance Sheet Date which would not individuallyare not, or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial; and (d) liabilities under this Agreement.

Absence of Undisclosed Liabilities. The Company has no liabilities Liabilities or obligations (commitments of any nature whatsoever, whether known or unknownaccrued, absolute, accrued, contingent or otherwise and whether due or to become due) except otherwise, other than (a) to the extent reflected those incurred since June 30 in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course ordinary course of Business since the Balance Sheet Date business consistent with past practice and which would do not individuallyand could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (b) as disclosed and accrued for or reserved against in the Reference Balance Sheet.

Absence of Undisclosed Liabilities. The To the Knowledge of the Company, the Company has no material liabilities or obligations of any nature, whether accrued, absolute, contingent, asserted, unasserted or otherwise, except liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become duei) except (a) to the extent reflected expressly stated in the Company Interim Balance Sheet or Sheet, (bii) those liabilities or obligations incurred in the Ordinary Course ordinary course of Business since the Balance Sheet Date which would not individually, business or (iii) as set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 3.23.

Absence of Undisclosed Liabilities. The Company has no debts, claims, commitments, liabilities or obligations (of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) , asserted or unasserted, except (a) as and to the extent reflected disclosed or reserved against in the Interim Balance Sheet or Sheet, and (b) those liabilities or and obligations that were incurred after the date of the Interim Balance Sheet in the Ordinary Course ordinary course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectbusiness.

Absence of Undisclosed Liabilities. The Unless otherwise provided herein, the Company has no material liabilities or obligations (whether known or unknown, direct or indirect, absolute, contingent, accrued or otherwise, (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) except (a) to as specifically and fully reserved against or reflected on the extent reflected Financial Statements and those arising in the Balance Sheet or ordinary course of business since the date thereof, and (b) those the liabilities or and obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, set forth on Schedule 2.9 or in the aggregate, reasonably be expected to have a Material Adverse Effectany other schedule attached hereto.

Absence of Undisclosed Liabilities. The Company has no liabilities material Liabilities of any nature (matured or obligations unmatured, fixed or contingent) other than (whether known i) those set forth or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected adequately provided for in the Company Balance Sheet or and (bii) those liabilities or obligations incurred in the Ordinary Course of Business since the Company Balance Sheet Date which would not individually, or in the aggregate, reasonably ordinary course of business or not required to be expected to have a Material Adverse Effectset forth in the Company Balance Sheet under GAAP which individually and in the aggregate are not material in nature or amount.

Absence of Undisclosed Liabilities. The To Company's knowledge, except to the extent disclosed in the Recent Balance Sheet or on the Disclosure Schedule, Company has no liabilities does not have any liabilities, commitments or obligations (secured or unsecured, and whether known or unknownaccrued, absolute, accruedcontingent, contingent direct, indirect or otherwise otherwise), other than commercial liabilities and whether due or to become due) except (a) to obligations incurred since the extent reflected date of the Recent Balance Sheet in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course ordinary course of Business since the Balance Sheet Date which would not individuallybusiness and consistent with past practice, other than any such items that, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no is not subject to any liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) except obligations and liabilities that (a) to the extent reflected were incurred in the Balance Sheet or ordinary course of business since the incorporation of the Company and (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individuallynot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no does not have any liabilities or obligations, of any nature, whether accrued, absolute, contingent, asserted, unasserted, known or unknown, or otherwise, except liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected or reserved against in the Base Balance Sheet or Sheet, (b) those current liabilities or obligations incurred in the Ordinary Course ordinary course of Business since business reflected on the Balance Sheet Date which would not individuallyClosing Statement, or in the aggregate, reasonably be expected to have a Material Adverse Effect(c) set forth on Schedule 2.7.

Absence of Undisclosed Liabilities. The Except to the extent reflected or reserved against in the Most Recent Balance Sheet, or incurred after the date of such balance sheet in the Ordinary Course other than in connection with the transactions with Affiliates, the Company has no material liabilities or obligations of any nature (including Contingent Obligations), whether known or unknownaccured, absolute, accruedcontingent, contingent or otherwise and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Company has no does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, asserted, unasserted or otherwise, except liabilities or obligations (whether known i) stated or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected adequately reserved against in the Base Balance Sheet, (ii) incurred as a result of or arising out of the transactions contemplated under this Agreement, (iii) incurred in the ordinary course of business since the date of the Base Balance Sheet or (biv) those liabilities or obligations incurred as set forth in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 2.7.

Absence of Undisclosed Liabilities. The Except as set forth on the Company has no liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations otherwise as incurred in the Ordinary Course of Business since the date of the Company Balance Sheet Date which would not individuallySheet, the Company has no Indebtedness, obligation or in the aggregateliability (whether accrued, reasonably be expected absolute, contingent, liquidated or otherwise, whether due or to have a Material Adverse Effectbecome due).

Absence of Undisclosed Liabilities. The Except to the extent ------------------------------------- reflected or reserved against in the Most Recent Balance Sheet, or incurred after the date of such balance sheet in the ordinary course of business other than in connection with transactions with Affiliates, the Company has no material liabilities or obligations (of any nature, whether known or unknownaccrued, absolute, accruedcontingent, contingent or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due) except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. The Except as reflected or expressly reserved against on the Balance Sheet, or on Schedule 3.07, the Company has no liabilities material liability or obligations obligation (whether known or unknownaccrued, absolute, accruedcontingent, contingent unliquidated or otherwise and otherwise, whether due or to become due) , whether known or unknown, and regardless of when asserted), except (a) to the extent reflected in the Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since that have arisen after the Balance Sheet Date which would not individually, or in the aggregate, reasonably be expected to have a Material Adverse Effectordinary course of business.

Absence of Undisclosed Liabilities. The Company has no liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) except (a) to the extent reflected Except as disclosed in the Recent Balance Sheet or (b) those liabilities or obligations incurred in the Ordinary Course of Business since the Balance Sheet Date which would not individuallySheet, or in the aggregateDisclosure Schedules, Company does not have any liabilities, commitments or obligations (secured or unsecured, and whether accrued, absolute, contingent, direct, indirect or otherwise), other than commercial liabilities and obligations incurred since the date of the Recent Balance Sheet in the ordinary course of business and consistent with past practice and none of which have had or would reasonably be expected to have a Material Adverse Effect.