Extraordinary Liabilities. Except as set forth in the Financial Statements, there are no liabilities of any nature of Seller or its Affiliates relating to the Hospital or the Purchased Assets required in accordance with GAAP to be disclosed on the Financial Statements.
Extraordinary Liabilities. For purposes of this Agreement, an Extraordinary Liability shall mean all losses, costs (including reasonable attorneys’ fees), expenses, interest and penalties in excess of the Threshold Amount arising at any future time from any one or more of the following:
Extraordinary Liabilities. Sellers attach hereto an accurate list as SCHEDULE 3.6 of all liabilities of Sellers not included within SCHEDULE 3.5 which are of the kind and character required in financial statements prepared in accordance with GAAP, whether accrued, absolute, contingent or otherwise, together with, in the case of those liabilities which are not fixed in amount, a reasonable estimate of the maximum amount which may be payable in respect thereof. None of Sellers have any indebtedness or liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due in the future, except as disclosed in the Schedules attached hereto that would have a material adverse effect on a Hospital. There are no facts that are not fully disclosed in the Schedules attached hereto which might serve as the basis for any liability or obligation of Sellers that would have a material adverse effect on a Hospital.
Extraordinary Liabilities. There are no liabilities of a Xxxx County Party pertaining to the Facility (whether known or unknown and whether accrued, absolute, contingent or otherwise), nor is there any fact in existence that might reasonably serve as the basis for any material liability of a Xxxx County Party (whether accrued, absolute, contingent or otherwise), except liabilities: (a) reflected or accrued in the Financial Statements on Exhibit 8.6 or disclosed in the notes thereto; or (b) incurred in the ordinary course of business consistent with past practice since the respective dates of the Financial Statements.
Extraordinary Liabilities. Champion has delivered to WJHC an accurate list (Schedule 4.5) of all liabilities of Champion relating to the Champion Business not included within Schedule 4.4, which are of the kind and character required in financial statements prepared in accordance with generally accepted accounting principles and which were incurred other than in the ordinary course of business, whether accrued, absolute, contingent or otherwise, together with, in the case of those liabilities as to which the liabilities are not fixed, a reasonable estimate of the maximum amount which may be payable in respect thereof. Except as disclosed in Schedules 4.4, 4.5, or 4.9 and to the best of Champion's knowledge, Champion has no liabilities of any nature, whether accrued, absolute, contingent or otherwise. To the best of Champion's knowledge, there are no facts in existence on the date hereof known or which should be known to Champion which might reasonably serve as the basis for any liability or obligation of Champion relating to the Champion Business which is not fully disclosed in Schedule 4.4, 4.5 or 4.19.
Extraordinary Liabilities. WJHC has delivered to Champion an accurate list (Schedule 5.5) of all liabilities of WJHC relating to the WJHC Business not included within Schedule 5.4, which are of the kind and character required in financial statements prepared in accordance with generally accepted accounting principles and which were incurred other than in the ordinary course of business, whether accrued, absolute, contingent or otherwise, together with, in the case of those liabilities as to which the liabilities are not fixed, a reasonable estimate of the maximum amount which may be payable in respect thereof. Except as disclosed in Schedules 5.4, 5.5, or 5.9, and to the best of WJHC's knowledge, WJHC has no liabilities of any nature, whether accrued, absolute, contingent or otherwise. To the best of WJHC's knowledge, there are no facts in existence on the date hereof known or which should be known to WJHC which might reasonably serve as the basis for any liability or obligation of WJHC relating to the WJHC Business which is not fully disclosed in Schedule 5.4, 5.5 or 5.19.
Extraordinary Liabilities. Seller has delivered to Buyer a ------------------------- list (Schedule 3.5) that, to Seller's knowledge, accurately sets forth all liabilities of Seller as of the Balance Sheet Date relating to the Hospital not included within Schedule 3.4, which are of the kind and character required in financial statements prepared in accordance with generally accepted accounting principles and which were incurred other than in the Ordinary Course of Business, whether accrued, absolute, contingent or otherwise, together with, in the case of those liabilities as to which the liabilities are not fixed, a good faith estimate of the maximum amount which may be payable in respect thereof. To the knowledge of Seller, except as disclosed in Schedules 3.4 or 3.5, Seller has no other material liabilities of any nature, whether accrued, absolute, contingent or otherwise.
