Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAP.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached Liabilities Schedule, the Company and its Subsidiaries has do not have any -------------------- material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contracts not requiring disclosure under GAAPrequired to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the attached Liabilities Schedule, AAG does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, including, without limiting the generality of the foregoing, wrongful dismissal claims filed by former employees, any outstanding or pending long or short-term disability claims and any pending labor relations boards unions certification applications, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPSchedules referred to in this Section 4.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "LIABILITIES SCHEDULE", to the Company's knowledge the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement, and (iv) immaterial liabilities incurred in the ordinary course of business that were not requiring disclosure under required to be disclosed on the latest balance sheet of the Company or its Subsidiaries in accordance with GAAP.

Absence of Undisclosed Liabilities. No Security Party Except as set forth on the "Absence of Undisclosed Liabilities Schedule" attached hereto, the Company does not have any material obligations or its Subsidiaries has any obligation or liability liabilities (whether accrued, absolute, contingent, unliquidated unliquidated, or otherwise, whether or not known to such Security Party or any of its Subsidiariesknown, whether due or to become due due, and regardless of when asserted) arising out of transactions entered into or relating to the operation of the Company at or prior to before the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: except (i) liabilities set forth obligations under contracts or commitments described on the Latest Balance Sheet Contracts Schedule attached hereto or under contracts and commitments which are not required to be disclosed thereon (including any notes theretobut not liabilities for breaches thereof), (ii) liabilities and obligations reflected on the liabilities side of the Latest Balance Sheet, (iii) liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course Ordinary Course of business Business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a liability resulting from for breach of contract, breach of warranty, tort, infringement, or infringement or a claim or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule lawsuit or an environmental liability), and (iv) immaterial liabilities not requiring disclosure under GAAPdisclosed as such elsewhere in this Agreement or the Schedules hereto.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contract not requiring disclosure under GAAP.required to be disclosed on the Contracts Schedule. ------------------

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the attached Liabilities Schedule, the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (ia) liabilities set forth reflected on the Latest Balance Sheet (including any notes thereto), (iib) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit), (c) obligations to the Company's suppliers that have arisen under purchase orders incurred in the ordinary course of business, (iiid) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other schedules referred to in this Article 8 and (ive) immaterial liabilities not requiring disclosure under GAAPand obligations incurred at the Closing related to the transactions contemplated hereby (other than any liabilities or obligations related to the transactions contemplated hereby created or incurred at the Closing as a result of any actions taken by the Company or any of the Shareholders).

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contract not requiring disclosure under GAAPrequired to be disclosed on the Contxxxxx Xxxxxxxx.

Absence of Undisclosed Liabilities. No Security Party (a) Seller has no obligations or its Subsidiaries has any obligation or liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its SubsidiariesSeller, whether due or to become due due, and regardless of when or by whom asserted), and, to Seller's Knowledge, there is no reasonable basis for any suit, action or proceeding with respect to any liability, relating to the Business, except in either case for (a) arising out of transactions liabilities and obligations under contracts or commitments expressly described on the attached Contracts Schedule or other schedule hereto or under contracts and commitments entered into at in the Ordinary Course of Business which are not required to be disclosed thereon due to specified dollar thresholds (but not liabilities for breaches or prior to the Closingviolations thereof), or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (ib) liabilities set forth and obligations reflected on or expressly reserved against in the Latest Balance Sheet Sheet, and (including any notes thereto), (iic) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course Ordinary Course of business Business (none of which is a liability resulting from individually or in the aggregate material, and none of which relates to Taxes, breach of contract, breach of warranty, tort, infringement, claim any lawsuit or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPa violation of Law).

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contracts not requiring disclosure under GAAPrequired to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries Except as set forth on the attached LIABILITIES SCHEDULE, none of the Companies has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiariesthe Companies, whether due or to become due and regardless of when or by whom asserted) arising out of transactions any transaction entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: than (ia) liabilities set forth reflected on the Latest Balance Sheet (including any notes thereto)Sheet, (iib) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit), or (c) (iii) other liabilities obligations under contracts and obligations expressly disclosed commitments described on the attached Liabilities CONTRACTS SCHEDULE or under contracts and commitments entered into in the ordinary course of business consistent with past practice which are not required to be disclosed on such Schedule and pursuant to Section 5.12 below (iv) immaterial but not liabilities not requiring disclosure under GAAPfor any breach of any such contract or commitment occurring on or prior to the Closing Date).

Absence of Undisclosed Liabilities. No Security Party Except as set forth on Schedule 3(f) hereto or any liabilities disclosed on other schedules to this Agreement, the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when or whether asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto)financial statements included in the Company Reports and the Subsequent Financial Information, (ii) obligations and liabilities and obligations which have arisen incurred after the date of the Latest Balance Sheet in the ordinary course of business business, (iii) liabilities and obligations under contracts, agreements and instruments set forth on the Schedule 3(k) hereto (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit), (iv) liabilities and obligations under contracts, agreements and instruments not required to be set forth on Schedule 3(k) hereto (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iiiv) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contracts not requiring disclosure under GAAP.required to be disclosed on the Contracts Schedule. ------------------

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto)Sheet, (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, product liability, tort, infringement, claim or lawsuit) lawsuit or an environmental liability), (iii) liabilities and obligations that would not have (either individually or in the aggregate) a Material Adverse Effect or (iv) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party Seller and the Business have no obligations or its Subsidiaries has any obligation or liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiariesknown, whether due or to become due and regardless of when or by whom asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: Closing, except (i) obligations under contracts or commitments described on Schedule 4.11 hereto or any other Schedule hereto or under contracts and commitments entered into in the ordinary course of business which are not required to be disclosed thereon (but, in either case, not liabilities set forth on the Latest Balance Sheet (including any notes theretofor breaches thereof), (ii) liabilities and obligations reflected on the balance sheet for the most recent month furnished to Buyer in accordance with Section 4.5 ("Latest Balance Sheet"), (iii) liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a liability resulting from for breach of contract, breach of warranty, tort, tort or infringement, claim or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule a claim, lawsuit or environmental liability), and (iv) immaterial liabilities not requiring disclosure under GAAPotherwise expressly set forth on Schedule 4.6 hereto.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the attached Liabilities Schedule, the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities that would not be required under GAAP to be set forth on a balance sheet (or any notes thereto), (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iiiiv) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPSchedules referred to in this Section 5.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities which individually or in the aggregate do not requiring disclosure under GAAPand could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Company or any of its Subsidiaries.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiariesthe Company, whether due or to become due and regardless of when asserted) nor is the Company a guarantor or indemnitor of any indebtedness of any other person, firm or corporation arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and not required under generally accepted accounting principles to be reflected in the Latest Balance Sheet which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities arising under agreements, contracts, leases, licences and other arrangements, (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business and are not reasonably likely to have a material adverse effect on the financial condition, operating results, assets, operations, employee relations or customer or supplier relations of the Company and its Subsidiaries taken as a whole and (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) (iiiiv) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached Liabilities Schedule, neither the Company nor any of its Subsidiaries -------------------- has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPSchedules referred to in this Section 5.

Absence of Undisclosed Liabilities. No Security Party Except for (i) obligations under contracts or its Subsidiaries commitments described on Schedule 3.2(j)(i) or under contracts and commitments which are not required to be disclosed thereon (but not liabilities for breaches thereof), (ii) liabilities reflected on the applicable Latest Balance Sheet, (iii) liabilities which have arisen after the date of the applicable Latest Balance Sheet in the Ordinary Course of Business or otherwise pursuant to the terms and conditions of this Agreement (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a written claim or lawsuit, an environmental liability or violation of law), and (iv) liabilities disclosed as such elsewhere in this Agreement or the Schedules, none of the Companies has any obligation obligations or liability liabilities (whether accrued, absolute, contingent, unliquidated unliquidated, or otherwise, whether or not known to such Security Party or any of its Subsidiariesknown, whether due or to become due due, and regardless of when asserted) (x) required by GAAP to be recorded on a balance sheet arising out of transactions entered into or relating to the operation of such Company at or prior to before the Closing, Closing or (y) arising from the employment of any action or inaction at or prior to employee of any of the Closing, or any state of facts existing at or Companies prior to the Closing other than: (i) liabilities Date. Except as set forth on Schedule 3.2(d), none of the Latest Companies has any Off Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPLiability.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the attached LIABILITIES SCHEDULE, the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities that would not be required under GAAP to be set forth on a balance sheet (or any notes thereto), (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iiiiv) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPSchedules referred to in this Section 5.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on ---------------------------------- the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," to the Company's knowledge, the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest September Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest September Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contract not requiring disclosure under GAAPrequired to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement, and (iv) immaterial liabilities and obligations which would not requiring disclosure under GAAPreasonably be expected to have a material adverse effect upon the financial condition, assets or business of the Company and its Subsidiaries taken as a whole.

Absence of Undisclosed Liabilities. No Security Party or its Except as set forth on the attached Liabilities Schedule, the Company, the Operating Partnership and the Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet most recent balance sheet included in the Financial Statements (including any notes thereto), (ii) liabilities and obligations which that have arisen after the date of the Latest Balance Sheet most recent balance sheet included in the ordinary course of business Financial Statements (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, environmental matter, claim or lawsuit), which such liabilities and obligations do not exceed $2,000,000 in the aggregate (other than trade payables incurred in the ordinary course of business consistent with past practices) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement or the Company's reports on Form 10-K, Form 10-Q and Form 8-K, its proxy statements and any SEC filings related to the attached Liabilities Company's share plans, and any Schedule 13D naming the Company as the issuer, each as filed with the Securities and Exchange Commission on or before the date immediately preceding the date of this Agreement (iv) immaterial liabilities not requiring disclosure under GAAPthe "SEC Filings").

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries has do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the ClosingSigning, or any action or inaction at or prior to the ClosingSigning, or any state of facts existing at or prior to the Closing Signing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities under executory contracts, which contracts are all listed on the attached Contracts Schedule and ------------------ (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) (iii) other liabilities and obligations expressly disclosed on the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAP).

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached ---------------------------------- "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business which are not material individually or in the aggregate (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations (including liabilities and obligations under executory contracts) expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities under executory contracts not requiring disclosure under GAAPrequired to be disclosed on the Contracts Schedule, which are not material individually or in the aggregate.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries has Except as set forth on the ---------------------------------- attached Liabilities Schedule, Zecal does not have any obligation or liability -------------------- (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its SubsidiariesZecal, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the face of the Latest Balance Sheet (including any notes thereto)Sheet, (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty, tort, infringement, claim claim, lawsuit or lawsuitenvironmental matter) and (iii) other liabilities and obligations expressly disclosed under executory contracts or commitments which are listed on the attached Liabilities Contracts Schedule or under executory contracts and commitments which are not ------------------ required to be listed thereon (iv) immaterial but not liabilities not requiring disclosure under GAAPfor actual or alleged breaches thereof).

Absence of Undisclosed Liabilities. No Security Party Except as set forth on the ---------------------------------- attached Liabilities Schedule, none of ATS, STS or its Subsidiaries has is subject -------------------- to any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party ATS, STS or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities and obligations which have not requiring disclosure under GAAPhad and could not reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth in Section 4H of the Disclosure Letter, the Company and its Subsidiaries has do not, and upon consummation of the transactions contemplated herein, will not, have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, legal claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on under contracts to which the attached Liabilities Schedule and Company or Pathnet is then a party that arise or are related to periods after the date of the Latest Balance Sheet (iv) immaterial liabilities not requiring disclosure under GAAP.none of which is a liability resulting from breach of contract, breach of warranty, tort,

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business which are not material individually or in the aggregate (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly under executory contracts not required to be disclosed on the attached Liabilities Schedule and (iv) immaterial liabilities Contracts Schedule, which are not requiring disclosure under GAAPmaterial 20 individually or in the aggregate.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or its Subsidiaries Except as set forth on the attached LIABILITIES SCHEDULE, the Company has any no obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the face of the Latest Balance Sheet (including any or the notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPSchedules referred to in this Section 5.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) ), arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAPother Schedules to this Agreement.

Absence of Undisclosed Liabilities. No Security Party or Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries has do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to such Security Party the Company or any of its SubsidiariesSubsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) ), (iii) other liabilities and obligations expressly disclosed on in the attached Liabilities Schedule other Schedules to this Agreement and (iv) immaterial liabilities obligations under contract not requiring disclosure under GAAPrequired to be disclosed on the Contracts Schedule.