Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet (including notes thereto) as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the BusinessPurchased Assets, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Datedate thereof, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amountDate.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in on the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the BusinessBusiness of a type required to be set forth on a consolidated balance sheet of the Sellers in accordance with GAAP, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the BusinessLiabilities, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet DateDate or are not required to be so reflected or reserved against under GAAP, and (b) those which are set forth on Section 4.06 of the Disclosure Schedules, (c) those which have been incurred in the ordinary course Seller’s Ordinary Course of business consistent with past practice Business since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount, and (d) those which are Excluded Liabilities.

Undisclosed Liabilities. No Seller has no any Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountamount and (c) those set forth on Section 4.05 of the Disclosure Schedules.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and or which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet DateSheet, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date Date, and which are not, individually or in (c) Liabilities under this Agreement and the aggregate, material in amountother Transaction Documents.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet balance sheet of the Business as of the December 31, 2023 (“Balance Sheet Date”), which was delivered to Buyer, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount, (c) those that are Excluded Liabilities, and (d) those that are disclosed as Current Liabilities in the Closing Working Capital Statement.

Undisclosed Liabilities. Each Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. No Seller has no Liabilities any material Liability with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, ; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountset forth on Schedule 3.04.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, (b) those which are disclosed in Section 4.05 of the Disclosure Schedules; and (bc) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or do not exceed $25,000.00 in the aggregate, material in amountaggregate and do not have a Material Adverse Effect.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and and/or which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. To Seller’s knowledge, Seller has no Liabilities with respect liability which is material to Seller and the Business, except for (a) those which are adequately reflected or reserved against in liabilities shown on the Most Recent Balance Sheet as of the Balance Sheet DateSheet, and (b) those liabilities which have been incurred arisen since the date of the Most Recent Balance Sheet in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount(c) Excluded Liabilities.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as listed on Section 4.05 of the Balance Sheet DateDisclosure Schedules, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, ; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet DateSheet, and (b) those which have been incurred in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet DateFinancial Statements, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which Date, including under any Contracts, or (c) other Liabilities that are not, not individually or in the aggregate, collectively material in amount.

Undisclosed Liabilities. The Seller has no does not have any Liabilities of any nature with respect to the BusinessBusiness (whether accrued, except absolute, matured or unmatured, fixed or contingent, known or unknown, or otherwise) other than (ai) those which are set forth or adequately reflected or reserved against provided for in the Balance Sheet Financial Statements (and the related notes thereto) as of the Balance Sheet Date, and (bii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, not individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in (c) liabilities and obligations under the aggregate, material in amountAssigned Contracts.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount, and which are reflected on the Estimated Working Capital Statement, and (c) those reflected on the Estimated Working Capital Statement.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the BusinessBusiness of any nature, except (a) those Liabilities which are adequately reflected or reserved against in on the Balance Sheet as of the Balance Sheet Date, and (b) those which have been Liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are notin the Ordinary Course of Business (for the avoidance of doubt, excluding any Liabilities for breach of Contract); (c) Liabilities taken into account in the calculation of Net Working Capital or (d) Liabilities that would not be, individually or in the aggregate, material in amountto the Business.

Undisclosed Liabilities. Seller has no Liabilities with respect to the BusinessLiabilities, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. Seller has no Liabilities in respect of indebtedness for borrowed money or guarantee of any Liability of any other Person.

Undisclosed Liabilities. Seller has Sellers have no Liabilities with respect to the Business, except (ai) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet DateAugust 31, 2022, and (bii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. To Seller’s Knowledge, Seller has no material Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Seller has no material Liabilities with respect that would be required to be reflected as liabilities on the BusinessBalance Sheet, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date Date, and (c) those which are not, individually or in disclosed on Schedule 4.05 of the aggregate, material in amountDisclosure Schedule.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against against, in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which Date, (c) other Liabilities that are not, individually or in the aggregate, material in amountamount or significance, and (d) except as set forth in Section 4.06 of the Disclosure Schedules.

Undisclosed Liabilities. No Seller has no any Liabilities with respect to the Business, except except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business after the date of the Interim Financial Statement consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount; and (b) Liabilities associated with the Permitted Encumbrances.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount, and (c) the obligations under the Lease with respect to the Leased Real Property.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountmaterial. None of the Purchased Assets are encumbered by any third party or secured lender, except for Permitted Encumbrances.

Undisclosed Liabilities. Seller has no Liabilities with respect to the BusinessLiabilities, except for (ai) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (bii) those which have been incurred arisen after the Balance Sheet Date in the ordinary course of business consistent with past practice since the Balance Sheet Date and (none of which are notresults from, individually or arises out of, relates to, is in the aggregatenature of, material in amountor was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law).

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Reference Balance Sheet as of the Reference Balance Sheet Date, and Date or (b) those which have been incurred in the ordinary course of business consistent with past practice since the Reference Balance Sheet Date and which are notDate, which, in all such cases, individually or in the aggregateaggregate have not had, material in amountand would not be reasonably likely to have, a Material Adverse Effect.

Undisclosed Liabilities. Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.