Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the balance sheet of Target as of the Target Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 Date (the "Target Balance Sheet"), ; (iib) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, ; (iiic) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (ivd) those incurred in connection with the execution of transactions contemplated by this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the its Balance Sheet for the period ended December as of January 31, 1996 attached hereto as Schedule 2.6 1997 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; , and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (whether matured or unmatured, fixed or contingentcontingent and whether or not required to be included in financial statements under GAAP) other than (ia) those set forth or adequately provided for in the Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesSheet, (iiib) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; , and which, individually or in the aggregate, have not resulted in, and could not reasonably be expected to result in, a Target Material Adverse Effect, and (ivc) those incurred in connection with the execution of its obligations under this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the Balance Sheet Financial Statements for the period ended December 31June 30, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet")2003, (iib) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet Financial Statements under generally accepted accounting principles, (iiic) those incurred in the ordinary course of business since the Target Balance Sheet Date date of the Financial Statements and consistent with past practice; , and (ivd) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31September 29, 1996 attached hereto as Schedule 2.6 2000 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business after September 29, 2000, (iii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; GAAP and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31September 30, 1996 attached hereto as Schedule 2.6 1999 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, obligations or liabilities (iiiincluding contractual obligations) those incurred in the ordinary course of business since the Target Balance Sheet Date and in amounts consistent with past practice; prior periods, and (iviii) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31June 30, 1996 attached hereto as Schedule 2.6 2000 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business prior to the Target Balance Sheet Date and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, GAAP and (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material ---------------------------------- obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31June 30, 1996 attached hereto as Schedule 2.6 1998 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and in amounts consistent with past practice; prior periods, and (iviii) those incurred in connection with the execution of this AgreementAgreement and the consummation of the transactions contemplated hereby.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the its Balance Sheet for the period ended December as of March 31, 1996 attached hereto as Schedule 2.6 1997 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for included in the period ended December 31, 1996 attached hereto Target Financial Statements as Schedule 2.6 of the Target Balance Sheet Date (the "Target Balance Sheet"), ; (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, ; (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December May 31, 1996 attached hereto as Schedule 2.6 1997 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the its Balance Sheet for the period ended December as of March 31, 1996 attached hereto as Schedule 2.6 1997 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet unaudited balance sheet for the period quarter ended December 31September 30, 1996 attached hereto as Schedule 2.6 1996, which has been provided to Acquiror (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesGAAP, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.. 8

Absence of Undisclosed Liabilities. Target has no material obligations or ---------------------------------- liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for included in the period ended Financial Statements as of December 31, 1996 attached hereto as Schedule 2.6 1998 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, principles and (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the Balance Sheet Financial Statements for the period ended December 31June 30, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet")2005, (iib) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet Financial Statements under generally accepted accounting principles, (iiic) those incurred in the ordinary course of business since the Target Balance Sheet Date date of the Financial Statements and consistent with past practice; , and (ivd) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or ---------------------------------- liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for included in the period ended December 31, 1996 attached hereto Financial Statements as Schedule 2.6 of the Target Balance Sheet Date (the "Target Balance Sheet"), (ii) those not required to be or as set forth in Section 2.6 of the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this AgreementDisclosure Schedule.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December January 31, 1996 attached hereto as Schedule 2.6 2000 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the date of the Target Balance Sheet Date and consistent with past practice; , and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the balance sheet of Target as of the Target Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 Date (the "Target Balance Sheet"), ; (iib) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, ; (iiic) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (ivd) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31September 26, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; , and (iv) those incurred in connection with the execution of this Agreement and the consummation of this transactions contemplated by this Agreement.

Absence of Undisclosed Liabilities. Target has no material ---------------------------------- obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet unaudited balance sheet for the period quarter ended December 31September 30, 1996 attached hereto as Schedule 2.6 1996, which has been provided to Acquiror (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesGAAP, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the Balance Sheet for the period ended December 31, 1996 attached hereto balance sheet of Target as Schedule 2.6 (the "Target Balance Sheet"), (ii) those not required to be set forth in of the Target Balance Sheet under generally accepted accounting principles, Date (iiithe “Target Balance Sheet”); (b) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (ivc) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for balance sheet included in the period ended December 31Financial Statements as of June 30, 1996 attached hereto as Schedule 2.6 1999 (the "Target Balance Sheet"), (ii) -------------------- those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesGAAP, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; practice and (iv) those incurred set forth in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the balance sheet of Target as of the Target Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 Date (the "“Target Balance Sheet"”), ; (iib) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, GAAP; (iiic) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (ivd) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for included in the period ended December 31, 1996 attached hereto Financial Statements as Schedule 2.6 of the Target Balance Sheet Date (the "Target Balance SheetTARGET BALANCE SHEET"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under U.S. generally accepted accounting principles, principles and (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent, whether due or to become due) other than (i) those set forth or adequately provided for in the Balance Sheet for included in the period ended December Financial Statements as of March 31, 1996 attached hereto as Schedule 2.6 1999 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business since March 31, 1999 and not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesGAAP, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; and (iv) those incurred in connection with the execution of this Agreement, and (iv) those set forth on Schedule 2.6.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the its Balance Sheet for the period ended December August 31, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; , and (iv) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (whether matured or unmatured, fixed or contingent) other than (ia) those set forth or adequately provided for in the Balance Sheet for the period ended December 31, 1996 attached hereto as Schedule 2.6 (the "Target Balance Sheet"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principlesdated August 31, 2003, (iiib) those incurred in the ordinary course of business since the Target Balance Sheet Date and Date, consistent with past practice; , and which would not, individually or in the aggregate, reasonably be expected to have or constitute a Target Material Adverse Effect, and (ivc) those incurred in connection with the execution performance of its obligations under this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December 31balance sheet of Target as of September 30, 1996 attached hereto as Schedule 2.6 1999, (the "Target Balance SheetSheet Date"), (ii) those not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and in amounts consistent with past practice; prior periods, and (iviii) those incurred in connection with the execution of this Agreement.

Absence of Undisclosed Liabilities. Target has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet for the period ended December May 31, 1996 attached hereto as Schedule 2.6 1997 (the "Target Balance Sheet"), (ii) those incurred in the ordinary course of business and not required to be set forth in the Target Balance Sheet under generally accepted accounting principles, (iii) those incurred in the ordinary course of business since the Target Balance Sheet Date and consistent with past practice; , and (iv) those incurred in connection with the execution of this Agreement.