Common use of No Undisclosed Liabilities; Absence of Changes Clause in Contracts

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 set forth in Section 2.8 3.11 of the Company AREP Disclosure Schedule, as of the date of this Agreement, neither the Company AREP Oil & Gas 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 AREP Oil & Gas (including the notes thereto), other than (i) as publicly disclosed by AREP in any reports or documents filed by AREP with the Company SEC (the “AREP SEC Reports”), (ii) as set forth in the Company SEC ReportsAREP Oil & Gas Financial Statements and (iii) liabilities or obligations incurred since the date of the AREP Oil & Gas Financial Statements in the ordinary course of business and consistent with past practice. Except as set forth in Section 2.8 3.11 of the Company AREP Disclosure Schedule, between the date of filing of the latest Company AREP SEC Report and the date of this Agreement, there have been no events, changes or effects with respect to the Company AREP Oil & Gas 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 CompanyAREP Oil & Gas. Without limiting the generality of the foregoing, except as set forth in Section 2.8 3.11 of the Company AREP Disclosure Schedule, between the date of filing of the latest Company AREP SEC Report and the date of this Agreement, the Company AREP Oil & Gas 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 3.11 of the Company AREP Disclosure Schedule, between the date of filing of the latest Company AREP 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 AREP Oil & Gas or any of its subsidiaries to (a) officers of the Company AREP Oil & Gas or any of its subsidiaries or (b) any employee of the Company AREP Oil & Gas or any of its subsidiaries.

No Undisclosed Liabilities; Absence of Changes. Except as set forth and to the extent disclosed in the Company Filed SEC Reports or in Section 2.8 3.8 of the Company Disclosure Schedule, as of the date of this AgreementJanuary 31, 1996, neither the Company nor any of its subsidiaries has Company Subsidiary had any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that and whether due or to become due or asserted or unasserted, which would be required by GAAP to be reflected on a in, reserved against or otherwise described in the consolidated balance sheet of the Company and the consolidated Company Subsidiaries (including the notes thereto), other than as publicly disclosed by ) of such date included in the Company consolidated financial statements included in the Company Filed SEC ReportsReports (the "Company Balance Sheet") and which could reasonably be expected to have a Company Material Adverse Effect. Except as set forth disclosed by in the Company Filed SEC Reports or in Section 2.8 3.8 of the Company Disclosure Schedule, between since January 31, 1996, the date of filing business of the latest Company SEC Report and the date Company Subsidiaries has been carried on only in the ordinary and usual course and in a manner consistent with past practice, neither the Company nor any Company Subsidiary has incurred any liabilities of this Agreementany nature, whether or not accrued, contingent or otherwise and whether due or to become due or asserted or unasserted, which could reasonably be expected to have, and there have been no events, changes or effects with respect to the Company or its subsidiaries that, individually any Company Subsidiary having or in the aggregate, have had or which could reasonably would be expected to have had have, a Company Material Adverse Effect on Effect. Except as disclosed in the Company. Without limiting the generality of the foregoing, except as set forth Company Filed SEC Reports or in Section 2.8 3.8 of the Company Disclosure Schedule, between since January 31, 1996, there has not been (i) any material change by the date Company in its accounting methods, principles or practices, (ii) any declaration, setting aside or payment of filing any dividend or distribution in respect of Shares or any redemption, purchase or other acquisition of any of the latest Company SEC Report and Securities or (iii) any increase in the date compensation or benefits or establishment of this Agreementany bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of the Company and its subsidiaries have conducted their respective businesses in all material respects only in, and have not engaged in or any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practices. Except for increases Company Subsidiary except in the ordinary course of business consistent with past practices practice or 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 has not been any material increase in the compensation payable or that could become payable required 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 subsidiariesapplicable law.

No Undisclosed Liabilities; Absence of Changes. Except as ---------------------------------------------- publicly disclosed in the Company SEC Reports or as set forth in Section 2.8 3.8 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 generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company (including the notes thereto), other than . Except as publicly disclosed by the Company in the Company SEC Reports. Except Reports or as set forth in Section 2.8 3.8 of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreementsince February 1, 2000, there have been no events, changes or effects with respect to the Company or its subsidiaries thatthat would reasonably be expected, 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 publicly disclosed in the Company SEC Reports or as set forth in Section 2.8 3.8 of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreementsince February 1, 2000, 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, and there has not been any (i) damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its subsidiaries, not covered by insurance; (ii) declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company or any of its subsidiaries (other than wholly-owned subsidiaries) or any repurchase, redemption or other acquisition by the Company or any of its subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its subsidiaries; (iii) amendment of any material term of any outstanding security of the Company or any of its subsidiaries; (iv) incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (v) creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practices; (vi) loan, advance or capital contributions made by the Company or any of its subsidiaries to, or investment in, any person other than (1) loans or advances to employees in connection with business-related expenses incurred in the ordinary course of business consistent with past practices, (2) loans made to employees consistent with past practices that are not in the aggregate in excess of Fifty Thousand Dollars ($50,000), and (3) loans, advances or capital contributions to or investments in wholly-owned subsidiaries, and in each case made in the ordinary course of business consistent with past practices; (vii) transactions or commitments made, or any contracts or agreements entered into, by the Company or any of its subsidiaries relating to its assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any assets) or any relinquishment by the Company or any of its subsidiaries of any contract, agreement or other right, in any such case, material to the Company and its subsidiaries, taken as a whole; (viii) license, reseller, distribution, marketing, sales or other agreement entered into that either (1) provides for an exclusive relationship or arrangement or (2) provides for the annual payment by the Company for services or products rendered, or the obligation of the Company to render products or services, in excess of Two Hundred Fifty Thousand Dollars ($250,000), or any agreement to enter into any such license, reseller, distribution, marketing, sales or other agreement; or (ix) change by the Company or any of its subsidiaries in any of its accounting principles, practices or methods. Except Since February 1, 2000, except as publicly disclosed in the Company SEC Reports filed prior to the date hereof or in Section 3.8 of the Company Disclosure Schedule, except for increases in the ordinary course of business consistent with past practices or as set forth in Section 2.8 and except for any of the Company Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreementfollowing made in accordance with existing contractual provisions, 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 subsidiariessubsidiaries whose annual cash compensation is One Hundred Thousand Dollars ($100,000) or more.

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent reflected in the Seller Financial Statements or as set forth in Section 2.8 3.8 of the Company Seller Disclosure Schedule, as of the date of this Agreement, neither the Company Seller nor any of its subsidiaries 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 liabilities or obligations incurred after September 30, 2003 in the ordinary course of business. Except as publicly disclosed by the Company Seller in the Company Previously Filed SEC Reports. Except Reports or as set forth in Section 2.8 3.8 of the Company Seller Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreementsince September 30, 2003, there have been no events, changes or effects with respect to the Company Seller or its subsidiaries Subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have had constitute a Material Adverse Effect on the CompanySeller. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Seller in the Previously Filed SEC Reports or as set forth in Section 2.8 3.8 of the Company Seller Disclosure Schedule, between the date of filing of the latest Company SEC Report and the date of this Agreementsince September 30, 2003, the Company Seller and its subsidiaries 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, and there has not been any (i) material damage, destruction or other casualty loss in excess of $50,000 with respect to any material asset or property owned, leased or otherwise used by the Seller or any of its Subsidiaries, not covered by insurance; (ii) declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Seller or any of its Subsidiaries (other than on the capital stock of wholly-owned Subsidiaries of the Seller) or any repurchase, redemption or other purchase by the Seller or any of its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Seller or any of its Subsidiaries; (iii) amendment of any material term of any outstanding security of the Seller or any of its Subsidiaries; (iv) incurrence, assumption or guarantee by the Seller or any of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices or in an amount less than $50,000 in the aggregate; (v) creation or assumption by the Seller or any of its Subsidiaries of any Lien on any portion of its assets other than Permitted Encumbrances or Liens created or assumed in the ordinary course of business consistent with past practices; (vi) loan, advance or capital contributions made by the Seller or any of its Subsidiaries to, or investment in, any Person other than (X) loans or advances to employees in connection with business-related expenses incurred in the ordinary course of business consistent with past practices and in accordance with all Applicable Laws and (Y) loans, advances or capital contributions to or investments in wholly-owned Subsidiaries of the Seller, and in each case made in the ordinary course of business consistent with past practices; (vii) transaction or commitment made, or any contract or agreement entered into, by the Seller or any of its Subsidiaries relating to its assets or business (including the purchase (by sale, license or otherwise) or disposition (by sale, license or otherwise) of its assets) or any relinquishment by the Seller or any of its Subsidiaries of any contract, agreement or other right, in any such case, material to the Seller and its Subsidiaries, taken as a whole; (viii) execution by the Seller or any of its Subsidiaries of any exclusive license, distribution, marketing, sales or other agreement or any agreement to enter into any exclusive license, distribution, marketing, sales or other agreement; (ix) change by the Seller or any of its Subsidiaries in any of its accounting principles, practices or methods; or (x) issuance of any shares of the Seller's capital stock other than upon the exercise of Seller Stock Options outstanding on September 30, 2003. Except for Since September 30, 2003, except as disclosed in the Previously Filed SEC Reports or in Section 3.8 of the Seller Disclosure Schedule or 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 Agreementpractices, there has not been any material increase in the compensation payable or that could become payable by the Company Seller or any of its subsidiaries Subsidiaries to (a) officers of the Company Seller or any of its subsidiaries Subsidiaries or (b) any employee of the Company Seller or any of its subsidiariesSubsidiaries whose annual cash compensation is Fifty Thousand Dollars ($50,000) or more.

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 Neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise, that would be whether known or unknown and whether or not required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto), other than as publicly disclosed by (i) liabilities and obligations (A) reflected on the Company Balance Sheet (including the notes thereto), (B) incurred in connection with the preparation, execution, delivery 22 and performance of this Agreement and the other Transaction Agreements, or (C) incurred in the Company SEC Reports. Except as set forth in Section 2.8 Ordinary Course of Business after 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 thatBalance Sheet Date that are not, individually or in the aggregate, material to the Company and its subsidiaries, taken as a whole, including those set forth on Section 2.8(I) of the Company Disclosure Schedule, (ii) accounts payable that have had or reasonably would be expected been incurred by the Company in the Ordinary Course of Business after the Company Balance Sheet Date that are not in the aggregate material to the Company and its subsidiaries, taken as a whole, including those set forth on Section 2.8(I) of the Company Disclosure Schedule, (iii) accrued salaries that have had a Material Adverse Effect been incurred by the Company in the Ordinary Course of Business since the end of the most recent pay period, and (iv) accrued commissions that have been incurred by the Company in the Ordinary Course of Business after the Company Balance Sheet Date, to the extent set forth on Section 2.8(I) of the CompanyCompany Disclosure Schedule. Without limiting the generality of the foregoing, except as set forth in Section 2.8 of the Company Disclosure Schedule, during the period between the date of filing of the latest Company SEC Report Balance Sheet Date and the date hereof, each of this Agreement, the Company and its subsidiaries have has conducted their respective businesses its business in all material respects only inin the Ordinary Course of Business, 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.any: