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

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 set forth in Section 2.8 of the VAC Disclosure Schedule and except as and to the extent publicly disclosed by VAC in the Company VAC SEC Reports filed prior to the date hereofReports, neither the Company nor any as of its Subsidiaries has December 31, 1996, VAC does not have any 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 and its consolidated Subsidiaries VAC (including the notes thereto) or which would have a Material Adverse Effect on VAC. Except as publicly disclosed by VAC, since June 30, 1999, VAC 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 VAC having or which reasonably could be expected to have, a Material Adverse Effect on VAC. Except as and to the extent publicly disclosed by VAC in the VAC SEC Reports and except as set forth in Section 2.8 of the VAC Disclosure Schedule, since June 30,1999, there has not been (i) any material change by VAC 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 VAC of any of its assets having a Material Adverse Effect on VAC, including, without limitation, any write-down of the value of any assets 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 other action by or event that would have required the Company consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or any of its Subsidiaries during the period from March 31, 2005 through event occurred after 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 CompanyAgreement.

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 31June 30, 2005 2003 in the ordinary course of business consistent with past practices that are not, individually or in the aggregate materialpractices. 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 hereof5.1, since March 31June 30, 20052003, (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 31June 30, 2005 2003 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 hereof5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since March 31June 30, 20052003, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in ---------------------------------------------- publicly disclosed, as of September 30, 1997, none of the Company SEC Reports filed prior to the date hereof, neither the Company nor any of or its Subsidiaries has had any 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 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) or which would have, individually or in the aggregate materialaggregate, a Material Adverse Effect on the Company. Except as publicly disclosed in Company SEC Reports filed prior to by the date hereofCompany, except for liabilities incurred in connection with this Agreement the adoption of the Summit Care Corporation Special Severance Pay Plan, a copy of which has been provided to Acquisition or Parent (the transactions contemplated hereby or "Employee Severance Plan") and except as permitted by Section 5.1 hereofset forth on Schedule 3.8 of the Disclosure Schedule, since March 31September 30, 20051997, (i) none of the Company or its Subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which would have, and there have been no events, changes or effects with respect to the Company or its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect on the Company. Except as publicly disclosed, except as disclosed on Schedule 3.8 and Schedule 5.1 of the Disclosure Schedule and except for the acquisition of the Briarcliff Nursing and Rehabilitation Center located at or near McAllen, Texas and the adoption of the Employee Severance Plan, since September 30, 1997, the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, course consistent with past practice and there has not been any declarationevent, setting aside occurrence or payment development or state of any dividend circumstances or other distribution facts as described 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; (iiiSections 5.1(a) 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 Company5.1(l).

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 subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, otherwise that would be required by GAAP United States generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries (including the notes thereto), other than liabilities and obligations incurred since March August 31, 2005 2002, in the ordinary course of business consistent with past practices that are not, individually or in the aggregate materialpractices. Except as disclosed in Company SEC Reports filed prior to the date hereof, except or for liabilities incurred in connection with this Agreement or the transactions contemplated hereby hereby, or except as permitted by Section 5.1 hereof4.1, since March August 31, 20052002, (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 August 31, 2005 2002 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 hereof4.1; and (iv) except as required by GAAPUnited States generally accepted accounting principles, there has not been any change by the Company in accounting principles, practices or methods. Since March August 31, 20052002, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company Parent SEC Reports filed prior to the date hereofhereof and except for the Debenture Transaction, neither the Company Parent nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, otherwise that would be required by GAAP United States generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company Parent and its consolidated Subsidiaries subsidiaries (including the notes thereto), other than liabilities and obligations incurred since March 31September 30, 2005 2002, in the ordinary course of business consistent with past practices that are not, individually or in the aggregate materialpractices. Except as disclosed in Company the Parent SEC Reports filed prior to the date hereof, except for the Debenture Transaction and except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby hereby, or except as permitted by Section 5.1 hereof4.2, since March 31September 30, 20052002, (i) the Company Parent and its Parent 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 CompanyParent’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 Parent or any of its Parent Subsidiaries during the period from March 31September 30, 2005 2002 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 hereof4.2; and (iv) except as required by GAAPUnited States generally accepted accounting principles, there has not been any change by the Company Parent in accounting principles, practices or methods. Since March 31September 30, 20052002, there has not been a Material Adverse Effect on the CompanyParent.

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 31June 30, 2005 2003 in the ordinary course of business consistent with past practices that are not, individually or in the aggregate materialpractices. 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 hereof5.1, since March 31June 30, 20052003, (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 '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 31June 30, 2005 2003 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 hereof5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since March 31June 30, 20052003, there has not been a Material Adverse Effect on the Company.