No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except to ---------------------------------------------- the extent publicly disclosed in the Company's SEC Reports or in the Company Disclosure Schedule, as of September 30, 1998, none of the Company or any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or distribution or capital return in respect of any stock of, or other equity interest in, the Company or any of its subsidiaries, (iv) any material revaluation for financial statement purposes by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other t...
No Undisclosed Liabilities; Absence of Changes. As of November 22, 2004, HAIDA GWAI does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAI. Except as publicly disclosed by HAIDA GWAI, since January 19, 2000, HAIDA GWAI has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAI. There has not been (i) any material change by HAIDA GWAI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI of any of its assets having a Material Adverse Effect on HAIDA GWAI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DB, DB has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB (including the notes thereto) or which would have a Material Adverse Effect on DB. Except as disclosed by DB, DB has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB having or which could reasonably be expected to have, a Material Adverse Effect on DB. Except as and to the extent disclosed by DB there has not been (i) any material change by DB in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB of any of its assets having a Material Adverse Effect on DB, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL in the COPSIL SEC Reports, as of March 31, 2000, COPSIL does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of COPSIL (including the notes thereto) or which would have a Material Adverse Effect on COPSIL. Except as publicly disclosed by COPSIL, since March 31, 2000, COPSIL has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to COPSIL having or which reasonably could be expected to have, a Material Adverse Effect on COPSIL. Except as and to the extent publicly disclosed by COPSIL in the COPSIL SEC Reports and except as set forth in Section 2.8 of the COPSIL Disclosure Schedule, since March 31, 2000, there has not been (i) any material change by COPSIL in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by COPSIL of any of its assets having a Material Adverse Effect on COPSIL, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the July 31, 1999 audited and December 31, 1999 unaudited and the March 31, 2000 audited financial statements, none of CALIPSO or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of CALIPSO and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on CALIPSO Except as disclosed by CALIPSO, none of CALIPSO or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to CALIPSO or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on CALIPSO. Except as and to the extent disclosed by CALIPSO there has not been (i) any material change by CALIPSO in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by CALIPSO of any of its assets having a Material Adverse Effect on CALIPSO, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company (including the notes thereto), other than as publicly disclosed by the Company in the Company SEC Reports. Except as set forth in Section 2.8 of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreement, there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have had a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, except as set forth in Section 2.8 of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreement, the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practices. Except for increases in the ordinary course of business consistent with past practices or as set forth in Section 2.8 of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreement, there has not been any material increase in the compensation payable or that could become payable by the Company or any of its subsidiaries to (a) officers of the Company or any of its subsidiaries or (b) any employee of the Company or any of its subsidiaries.
No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), other than liabilities and obligations incurred since March 31, 2005 in the ordinary course of business consistent with past practices that are not, individually or in the aggregate material. Except as disclosed in Company SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.1 hereof, since March 31, 2005, (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from March 31, 2005 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1 hereof; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since March 31, 2005, there has not been a Material Adverse Effect on the Company.
No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC in the SRC, none of SRC or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of SRC and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRC. Except as disclosed by SRC, none of SRC or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to SRC or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRC. Except as and to the extent disclosed by SRC there has not been (i) any material change by SRC in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by SRC of any of its assets having a Material Adverse Effect on SRC, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.
No Undisclosed Liabilities; Absence of Changes. Except as and to the extent publicly disclosed by the Company in the Company SEC Reports, the Company does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of the Company (including the notes thereto), except for such liabilities or obligations incurred by the Company in the ordinary course of its business after the date of the SEC Reports, or that would have a Company Material Adverse Effect. Except as publicly disclosed by the Company, since April 30, 1996, (i) there has not been any Company Material Adverse Effect; (ii) the businesses of the Company and each Company Subsidiary have been conducted only in the ordinary course and in a manner consistent with past practice; (iii) neither the Company nor any Company Subsidiary has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to the Company having or which reasonably could be expected to have, a Company Material Adverse Effect; and (iv) there has not been any revaluation by the Company of any of its assets having a Company Material Adverse Effect, including, without limitation, any write-down of the value of any assets or writing off notes or accounts receivable other than in the ordinary course of business.
