No Other Liabilities; No Material Adverse Effect Sample Clauses
The "No Other Liabilities; No Material Adverse Effect" clause serves to confirm that, aside from those specifically disclosed or agreed upon, the party making the representation does not have any undisclosed liabilities and has not experienced any significant negative changes in its business or financial condition. In practice, this clause typically requires the disclosing party to list all known liabilities and to affirm that no events have occurred that would materially harm its operations, assets, or prospects. Its core function is to protect the other party from hidden risks or unexpected adverse developments, ensuring transparency and supporting informed decision-making in the transaction.
No Other Liabilities; No Material Adverse Effect. As of the Closing Date, the Company and its Consolidated Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the consolidated balance sheet or notes thereto described in Section 4.5, other than liabilities and contingent liabilities: (i) arising in the ordinary course of business subsequent to December 31, 2018, (ii) described in materials filed with or furnished to the Securities and Exchange Commission and available to the public, or (iii) set forth on Schedule 4.8. Except for matters described in documents filed with or furnished to Governmental Agencies and available to the public or in materials delivered to the Banks prior to the Closing Date, there has been no event or circumstance that constitutes a Material Adverse Effect with respect to the Company and its Subsidiaries taken as a whole since December 31, 2018.
No Other Liabilities; No Material Adverse Effect. Borrower and its Consolidated Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the financial statements or in the notes to the financial statements described in Section 4.5, other than liabilities and contingent liabilities arising in the ordinary course of business subsequent to November 30, 1999. Since November 30, 1999, no event or circumstance has occurred that constitutes a Material Adverse Effect with respect to Borrower and its Subsidiaries.
No Other Liabilities; No Material Adverse Effect. As of the Closing Date, Borrower does not have any material liability or material contingent liability not reflected or disclosed in the financial statements described in Section 5.6(b) or the notes to the financial statements described in Section 5.6(a). No event or circumstance that constitutes a Material Adverse Effect has occurred since September 30, 2002. As of the date of each Advance made and each Letter of Credit issued subsequent to the Closing Date, no event or circumstance has occurred since September 30, 2002 that constitutes a Material Adverse Effect.
No Other Liabilities; No Material Adverse Effect. As of the Closing Date, Borrower and its Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the financial statements described in Section 4.5 or on Schedule 4.10, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements. As of the Closing Date, no circumstance or event has occurred that constitutes a Material Adverse Effect since January 31, 2001.
No Other Liabilities; No Material Adverse Effect. Neither Borrower nor any Subsidiary has any liability or contingent liability that is material to Borrower or such Subsidiary that is not reflected in, reserved for or against or otherwise disclosed in the financial statements described in clause (a) above, and, since December 31, 1996, no event or circumstance has occurred that could reasonably be expected to have a Material Adverse Effect.
No Other Liabilities; No Material Adverse Effect. As of the Closing Date, Parent and its Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the financial statements described in Section 4.5, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements. As of the Closing Date, no circumstance or event has occurred that constitutes a Material Adverse Effect since December 31, 1998.
No Other Liabilities; No Material Adverse Effect. Borrower and ------------------------------------------------ its Subsidiaries do not have any material liability or material contingent liability required under Generally Accepted Accounting Principles to be reflected or disclosed, and not reflected or disclosed, in the financial statements described in Section 4.5, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements. As of the Closing Date, no circumstance or event has occurred that constitutes a Material Adverse Effect since April 30, 2000.
No Other Liabilities; No Material Adverse Effect. As of the Closing Date, Borrower and its Subsidiaries do not have any material liability or material contingent liability required under GAAP to be reflected or disclosed, and not reflected or disclosed, in the financial statements described in Section 5.6 other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements. As of the Closing Date, no circumstance or event has occurred since December 31, 2011 that constitutes a Material Adverse Effect.
No Other Liabilities; No Material Adverse Effect. Borrower and its Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the financial statements or notes thereto described in Section 4.5. There has been no Material Adverse Effect since December 31, 1999.
No Other Liabilities; No Material Adverse Effect. Borrower and its Consolidated Subsidiaries do not have any material liability or material contingent liability required by GAAP to be reflected or disclosed in the financial statements or in the notes to the financial statements described in Section 4.5, other than as reflected or disclosed and liabilities and contingent liabilities arising in the ordinary course of business subsequent to November 30, 2005. From November 30, 2005 to the Closing Date, no event or circumstance has occurred that constitutes a Material Adverse Effect with respect to Borrower and its Subsidiaries.