Common use of No Undisclosed Liabilities Clause in Contracts

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q Except for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (bi) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet▇▇▇▇▇ ▇▇, ▇▇▇▇, (c▇▇) liabilities and obligations disclosed in the Filed SEC Documents, (iii) liabilities and obligations incurred in connection with the Merger or otherwise as transactions contemplated or permitted by this Agreement, Agreement and (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (eiv) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, or (f) since March 31, 2010, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations listed on Section 4.6 of any nature (whether accrued, absolute, contingent or otherwise). (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or arrangement where the result, purpose or intended effect thereof is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports. (c) From January 1, 2009 through the date of this Agreement, the Company has not received any oral or written notification of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Disclosure ScheduleAccounting Oversight Board, as in effect on the date hereof.

No Undisclosed Liabilities. Neither Except (a) for liabilities incurred pursuant to the terms of this Agreement, (b) for liabilities that are accrued or reserved against in the consolidated balance sheets of the Company included in the 1999 Financial Statements or (c) as set forth in Section 3.8 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, has incurred any liabilities or obligations of any nature (nature, whether absolute, contingent, or not accrued, contingent, fixed contingent or otherwise) (i) , that have, or would reasonably be expected to have, a Company Material Adverse Effect or that would be required by GAAP to be reflected or reserved against in on a consolidated balance sheet sheet, or in the notes thereto, of the Company. Except as set forth in Section 3.8 of the Company Disclosure Schedule, there is no Indebtedness of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, which exceeds $50,000 and will accelerate or (ii) in the case of any liabilities become due or obligations that are not required to be reflected or reserved against result in a consolidated balance sheet right of redemption or repurchase on the part of the Company and its consolidated Subsidiaries prepared in accordance holder of such Indebtedness (with GAAP, to or without due notice or lapse of time) as a result of this Agreement or the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of Merger. Neither the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 nor any Subsidiary has incurred or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business paid any liability since the date of the Company Balance Sheet, Sheet except for such liabilities incurred or paid (ci) liabilities in the ordinary course of business consistent with past business practice and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would which are not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or (fii) liabilities in connection with the transactions contemplated by this Agreement. Except as disclosed in the Company SEC Documents or obligations listed on in Section 4.6 3.8 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is directly or indirectly liable, by guarantee, indemnity, or otherwise, upon or with respect to, or obligated, by discount or repurchase agreement or in any other way, to provide funds in respect to, or obligated to guarantee or assume any liability of any Person for any amount in excess of $100,000. As used in this Section 3.8, the term "liability" shall mean any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, cost or expense (including costs of investigation, collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills, checks, and drafts presented for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute or contingent, liquidated or unliquidated, matured or unmatured, or otherwise.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q Except for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (bi) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance SheetDecember 31, 2007, (cii) liabilities and obligations disclosed in the Filed SEC Reports, (iii) liabilities and obligations incurred in connection with the Merger or otherwise as transactions contemplated or permitted by this Agreement, Agreement and (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (eiv) liabilities and obligations that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect, or (f) since December 31, 2007, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations listed on Section 4.6 of any nature (whether accrued, absolute, contingent or otherwise). (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or arrangement where the result, purpose or intended effect thereof is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports. (c) Since January 1, 2007, the Company has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Disclosure ScheduleAccounting Oversight Board, as in effect on the date hereof.

No Undisclosed Liabilities. Neither the Company nor any (a) As of its Subsidiaries hasDecember 31, 2015, there were no, and since the such date of the most recent consolidated balance sheet of the Company included in the Company SEC Reportsthere have not been any, incurred any liabilities or obligations of any nature (kind, whether absolute, contingent, accrued, contingent, fixed absolute, inchoate or otherwise) otherwise (i) each a “Liability” and, collectively, “Liabilities”), of the Company or any of its Subsidiaries that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, other than: (i) Liabilities disclosed or provided for on the Company Balance Sheet or the notes thereto set forth in the Company SEC Documents; (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27Liabilities incurred since December 31, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, business; (ciii) liabilities and obligations Liabilities incurred in connection with the Merger Transactions or otherwise as permitted or contemplated or permitted by this Agreement, ; (div) liabilities owed by one Liabilities and obligations solely between the Company and its wholly owned Company Subsidiary to another Subsidiaries or among wholly owned Company Subsidiary Subsidiaries of the Company; (v) Liabilities which have been discharged or liabilities owed by paid in full prior to the Company to any wholly owned Company Subsidiary, date of this Agreement; (evi) liabilities and obligations other Liabilities that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (vii) other Liabilities that are expressly the subject of any other representation or warranty contained in this Article 3. (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (f) liabilities including any Contract or obligations listed on Section 4.6 of arrangement relating to any transaction or relationship between or among the Company Disclosure Scheduleand any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the 1934 Act), where the result, purpose or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries, taken as a whole, in its published financial statements or other Company SEC Documents.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 5.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither Except (a) as disclosed in the Financial Statements and (b) for liabilities and obligations (i) incurred in the ordinary course of business and consistent with past practice since December 31, 1998, (ii) created pursuant to the terms of this Agreement or (iii) as disclosed in Schedule 3.7 of the Company Disclosure Schedules or (iv) as disclosed in Schedule 3.8(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries hasSubsidiaries, since to the date best of the most recent consolidated balance sheet of the Company included in the Company SEC Reportsits knowledge, has incurred any liabilities or obligations of any nature (nature, whether absolute, contingent, or not accrued, contingent, fixed contingent or otherwise) (i) , that have, or would be reasonably likely to have, a Company Material Adverse Effect and would be required to be reflected or reserved against in on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, or (ii) GAAP as applied in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in preparing the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27as of December 31, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date 1998. Schedule 3.7 of the Company Balance SheetDisclosure Schedules sets forth the amount of principal and unpaid interest outstanding under each instrument evidencing Indebtedness of the Company and its Subsidiaries which will accelerate or become due or result in a right of redemption or repurchase on the part of the holder of such Indebtedness (with or without due notice or lapse of time) as a result of this Agreement, the Merger or the other Transactions contemplated hereby or thereby. For purposes of this Agreement, "to the best of its knowledge" (cor similar reference to the subject entity's knowledge) liabilities and obligations incurred means the knowledge of or receipt of notice (oral or written) by any of the executive officers (who have worked on the Transactions) or directors of the entity in question, as such knowledge has been obtained in the normal conduct of the business of the entity in question or in connection with the Merger schedules to this Agreement and the furnishing of information to the other party or otherwise parties, as applicable, to the Transactions as contemplated or permitted by this AgreementAgreement after having made a reasonable investigation and due inquiry of the accuracy of the representations and warranties made by such entity in question, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiaryextent feasible given confidentiality considerations, (e) liabilities and obligations that would not reasonably be expected to have, individually in this Agreement or in the aggregateany document, a Company Material Adverse Effect, certificate or (f) liabilities other writing furnished by such entity pursuant hereto or obligations listed on Section 4.6 of the Company Disclosure Schedulein connection herewith.

No Undisclosed Liabilities. Neither Except as reflected or reserved against in the Company nor any of its Subsidiaries hasFinancial Statements (or the notes thereto), since the date of the most recent consolidated balance sheet as set forth in Section 3.2(g) of the Company included in Disclosure Letter, for the Company SEC ReportsGTA Bonus, incurred the Project Austin Costs, the Restructuring Costs, the Retention Payments, the Severance Costs, the M&A Costs, the Project Nova Costs and the Closing Indebtedness, none of the Acquired Companies had, as of the Balance Sheet Date, any liabilities or obligations of any nature (nature, whether absolute, contingent, or not accrued, contingent, fixed contingent or otherwise) (i) , that would be required by GAAP to be reflected or reserved against on (or disclosed in a consolidated the footnotes to) an audited combined balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or Acquired Companies (ii) in the case of but excluding any liabilities related or obligations that are not required attributable to be reflected or reserved against Taxes). Except as set forth in a consolidated balance sheet Section 3.2(g) of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each caseDisclosure Letter, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date Balance Sheet Date, and for the GTA Bonus, the Project Austin Costs, the Restructuring Costs, the Retention Payments, the Severance Costs, the M&A Costs, the Project Nova Costs, the Closing Indebtedness, obligations or liabilities reflected or reserved against (or of a category reflected or reserved against) on the Financial Statements as of and for the three months ended March 31, 2006 or as are not material to the Acquired Companies, taken as a whole, since the Balance Sheet Date none of the Company Balance Sheet, (c) liabilities and obligations Acquired Companies has incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Scheduleany nature, whether or not accrued, contingent or otherwise.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for Except (a) liabilities or obligations reflected or reserved against for Taxes (which are addressed in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”Section 4.13 hereof), (b) as disclosed in the Financial Statements (or in the footnotes thereto) or otherwise in the Company SEC Documents, and (c) for liabilities and obligations (i) incurred in the ordinary course of business since between the Balance Sheet Date and the date of the Company Balance Sheetthis Agreement, (cii) liabilities and obligations incurred arising under this Agreement or in connection with the Merger Transactions (including, without limitation, liabilities relating to any legal, investment banking, or otherwise other professional advisory fees and expenses (in the case of the fees and expenses of the Company Financial Advisor, pursuant to the Company’s engagement letter with the Company Financial Advisor in effect as contemplated or permitted by this Agreement, (dof the date hereof and a copy of which has been made available to the Parent) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed incurred by the Company to or any wholly owned of the Company SubsidiarySubsidiaries), (eiii) as disclosed in Section 4.10 of the Company’s Disclosure Schedule, and (iv) relating to for the performance of obligations of the Company or any of the Company Subsidiaries pursuant to the express terms of any contract or agreement to which the Company or any such Company Subsidiary is a party as of the date hereof, neither the Company nor any Company Subsidiary has (x) any liabilities required by GAAP to be reflected on a consolidated balance sheet or any notes to the consolidated financial statements of the Company and obligations that would not reasonably be expected to havethe Company Subsidiaries that, individually or in the aggregate, would have a Company Material Adverse EffectEffect on the Company, or (fy) liabilities any material off-balance sheet financing transactions, arrangements, obligations (including contingent obligations) or obligations listed other relationships with entities or others (“Off-Balance Sheet Financing Transactions”) which are not included in the Company’s consolidated financial statements that would have a current or future effect on Section 4.6 the financial condition, changes in financial condition, result of operations, cash flows, liquidity, capital expenditures, capital resources or significant components of the Company Disclosure ScheduleCompany’s revenues or expenses.

No Undisclosed Liabilities. Neither the Company nor The Acquired Companies do not have any of its Subsidiaries hasliability, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC ReportsIndebtedness, incurred any liabilities obligation, expense, claim, deficiency, guaranty or obligations endorsement of any nature (type, whether accrued, absolute, contingent, accruedmatured or unmatured, contingent, fixed or otherwise) (i) that would be of the type required to be reflected or reserved against in the liabilities column of a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or other than those (iii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or fully reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Current Balance Sheet”), ; (bii) liabilities and obligations incurred in the ordinary course of business Ordinary Course since the date of the Company Current Balance SheetSheet and which are, in nature and amount, consistent with those incurred historically since the date of the Current Balance Sheet (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havewhich, individually or in the aggregate, are not material to the Acquired Companies and none of which is a Company Material Adverse Effectliability resulting from noncompliance with any Law, breach of Contract, tort or infringement); or (fiii) liabilities incurred in connection with this Agreement and the transactions contemplated hereby. To the Knowledge of Company, the Acquired Companies do not have any other liability, Indebtedness, obligation, expense, claim, deficiency, guaranty or obligations listed on Section 4.6 endorsement of any type, whether accrued, absolute, contingent, matured or unmatured, other than those (A) reflected and fully reserved against in the Current Balance Sheet; (B) incurred in the Ordinary Course since the date of the Company Disclosure ScheduleCurrent Balance Sheet and which are, in nature and amount, consistent with those incurred historically since the date of the Current Balance Sheet (which, individually or in the aggregate, are not material to the Acquired Companies and none of which is a liability resulting from noncompliance with any Law, breach of Contract, tort or infringement); (C) incurred in connection with this Agreement and the transactions contemplated hereby; and (D) performance obligations under Contracts.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred has any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingentcontingent or other Liabilities, fixed whether matured or otherwise) (i) that would be required unmatured, and there is no existing condition, situation or set of circumstances which is reasonably expected to be reflected or reserved against result in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPany such Liabilities, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for except (a) liabilities or obligations as reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries dated November 25, 2017 included in the Company’s Quarterly Report on Form 10-Q for filed by the quarterly period ended June 27Company with the SEC on December 21, 2015 or in the notes thereto 2017 (the “Company Balance Sheet”) (or described in the notes thereto), (b) liabilities and obligations current Liabilities incurred in the ordinary course of business since the date of the Company Balance SheetSheet in the ordinary course of business consistent with past practice, (c) liabilities and obligations Liabilities incurred in connection with the Merger or otherwise as transactions contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Liabilities arising under the terms of (but not from any breach of default under) any Company Subsidiary Contract that is either (x) disclosed on Section 3.17 of the Company Disclosure Letter or (y) not required to another wholly owned Company Subsidiary or liabilities owed be so disclosed by the terms of this Agreement, and including any such Company to Contract that is entered into after the date of this Agreement, as long as entering into such Company Contract does not violate any wholly owned Company Subsidiaryprovision of this Agreement, or (e) liabilities other Liabilities which, individually or in the aggregate, have not had, and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or . There are no off-balance sheet arrangements (fas that term is defined in Item 303(a)(4) liabilities or obligations listed on Section 4.6 of Regulation S-K) to which the Company Disclosure Scheduleor any of its Subsidiaries is a party that have not been disclosed in the Company SEC Documents and that are required to be so disclosed.

No Undisclosed Liabilities. Neither None of the Company Acquired Companies nor any of its their respective Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred have any liabilities or obligations obligations, nor at the Closing will any of the Acquired Companies or their respective Subsidiaries have any nature (liabilities or obligations, whether known, absolute, contingent, accrued, contingentcontingent or otherwise and whether due or to become due, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for other than (a) liabilities disclosed, recorded or obligations reflected or otherwise reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business consistent with past practices since the date of the Company Balance SheetSheet Date, (c) liabilities and obligations Transaction Expenses, if any, incurred by or on behalf of any Acquired Company or any Subsidiary of an Acquired Company, all of which will be paid in connection with full at or prior to the Merger or otherwise as contemplated or permitted by this AgreementClosing, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by obligations (including, without limitation, Indebtedness) that are taken into account for purposes of determining or calculating the Company to any wholly owned Company SubsidiaryInitial Purchase Price or the Final Purchase Price pursuant to, and in accordance with, the provisions of this Agreement, (e) liabilities or obligations of any of the Acquired Companies and obligations their Subsidiaries under any and all applicable Contracts, Acquired Company Plans and Permits that would not reasonably be expected to have, individually are in effect on the date of this Agreement or that are entered into or obtained at any time after the date of this Agreement in the aggregateordinary course of business (but only to the extent that such liabilities or obligations do not consist of any liability or obligation arising from any default or breach of by any of the Acquired Companies and their Subsidiaries of any of their respective obligations under any of such Contracts, a Acquired Company Material Adverse Effect, Plans or Permits) and (f) liabilities any and all intercompany liability or obligations listed on owed by any Acquired Company or any Subsidiary of an Acquired Company to any other Acquired Company or Subsidiary of an Acquired Company; provided, however, that nothing in this Section 4.6 3.6 or set forth in Section 3.6 of the Company Disclosure ScheduleSchedule shall limit or qualify the representations and warranties set forth in Section 3.12(d).

No Undisclosed Liabilities. Neither There are no material liabilities of the Company nor or any of its Subsidiaries hassubsidiaries of any kind whatsoever, since whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the date of the most recent Company’s consolidated balance sheet as of the Company included in the Company SEC ReportsJanuary 31, incurred any liabilities or obligations of any nature (whether absolute2004, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) liabilities disclosed in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s KnowledgePeriodic Report on Form 10-K for the fiscal year ended January 31, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included 2004 and/or in the Company’s Quarterly Report on Form 10-Q for the quarterly period fiscal quarter ended June 27May 1, 2015 or in the notes thereto (the “Company Balance Sheet”)2004, (biii) liabilities incurred on behalf of the Company in connection with this Agreement and obligations the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since the date of January 31, 2004, (v) other liabilities disclosed to Parent in the Company Balance SheetDisclosure Letter, (cvi) performance obligations under contracts filed as exhibits to the Company SEC Reports or entered into in the ordinary course of business consistent with past practice required in accordance with their terms or performance obligations required under any applicable law, ordinance or regulation of any Governmental Entity, in each case arising after January 31, 2004, and (vii) liabilities and or obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company. “Material Adverse Effect” means any effect that with respect to the Company or Parent (1) is both material and adverse to the financial condition, results of operations, assets or (f) liabilities or obligations listed on Section 4.6 business of the Company Disclosure Scheduleand its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, respectively, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the retail industry and/or the sporting goods industry, (B) changes or conditions generally affecting the U.S. economy or financial markets, (C) increase or decrease in trading price or trading volume of the Company Common Shares, (D) reduction in revenues, cash flow or earnings, (E) changes or conditions arising by reason of this Agreement, the Merger and the other transactions contemplated by this Agreement, including the announcement of any of the foregoing, (F) commencement of a new war or material escalation of current wars, armed hostilities or terrorism directly or indirectly involving the United States or (G) the departure of employees of the Company; or (2) would materially impair the ability of the Company, with respect to any effect on the Company, or Parent or Purchaser, with respect to any effect on Parent, to consummate the transactions under this Agreement. “Aggregate MAE” means a Material Adverse Effect with respect to both the Company and Parent (including their respective subsidiaries), taken as a whole.

No Undisclosed Liabilities. Neither the Company nor any (a) As of its Subsidiaries hasDecember 31, 2018, there were no, and since the such date of the most recent consolidated balance sheet of the Company included in the Company SEC Reportsthere have not been any, incurred any liabilities or obligations of any nature (kind, whether absolute, contingent, accrued, contingent, fixed absolute, inchoate or otherwise) otherwise (i) each a “Liability,” and, collectively, “Liabilities”), of the Company or any of its Subsidiaries that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 IFRS or in the notes thereto thereto, other than: (i) Liabilities disclosed, reflected or provided for on the “Company Balance Sheet”)Sheet or the notes thereto set forth in the Company SEC Documents; (ii) Liabilities incurred since December 31, (b) liabilities and obligations incurred 2018 in the ordinary course of business since the date of the Company Balance Sheet, consistent with past practice; (ciii) liabilities and obligations Liabilities incurred in connection with the Merger Transactions or otherwise as expressly permitted or contemplated or permitted by this Agreement, ; (div) liabilities owed by one Liabilities and obligations solely between the Company and its wholly owned Company Subsidiary to another Subsidiaries or among wholly owned Company Subsidiary Subsidiaries of the Company; (v) Liabilities which have been discharged or liabilities owed by paid in full prior to the Company to any wholly owned Company Subsidiary, date of this Agreement; and (evi) liabilities and obligations other Liabilities that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (fas defined in Item 303(a) liabilities of Regulation S-K promulgated under the 1934 Act), where the result, purpose or obligations listed on Section 4.6 intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company Disclosure Scheduleor any of its Subsidiaries, taken as a whole, in its published financial statements or other Company SEC Documents.

No Undisclosed Liabilities. Neither the Company nor any For purposes of its Subsidiaries hasthis Agreement, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred "Liabilities" means any liabilities or obligations of any nature (whether absoluteknown or unknown, whether asserted or unasserted, whether absolute or contingent, accruedwhether accrued or unaccrued, contingentwhether liquidated or unliquidated, fixed whether due or otherwise) to become due, and whether or not such liabilities or obligations are of the nature or type required to be disclosed under GAAP, including any liability for Taxes (as defined in Section 5.11), any off-balance sheet arrangements and contractual obligations and commitments); provided, however, Liabilities shall not include any such liability or obligation of an amount less than $10,000 individually and which, in the aggregate, do not exceed $100,000. For purposes of this Agreement, "Company Signing Liabilities" means any Liabilities (i) that would be required to be reflected or reserved against as explicitly and specifically set forth in a consolidated balance sheet Section 5.10(a) of the Company Disclosure Schedule, but only to the extent of the stated amounts of such Liabilities as set forth on such Schedule; and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in as explicitly set forth on the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated Company's balance sheet as of August 31, 2002 contained on Section 5.10(a) of the Company's Disclosure Schedule, but only to the extent of the stated amounts of such liabilities as set forth on such balance sheet; provided, that, with respect to (i) and (ii), such Liability shall only have such scope and monetization as indicated on Section 5.10(a) of the Company Disclosure Schedule, if so indicated, and, provided further, that with respect to contracts, agreements and its consolidated understandings listed on such Company Disclosure Schedules, Company Signing Liabilities shall not include liabilities and obligations arising or resulting from any default or violation or other change in circumstance thereunder. To the knowledge of the Company, neither the Company nor any of the Company Subsidiaries prepared has any Liabilities except (i) Company Signing Liabilities, (ii) as set forth in accordance with GAAPSection (ii)(B) of the definition of Net Cash in Section 3.1, (iii) as set forth in Section (ii)(D)(1-3) of the definition of Net Cash in Section 3.1, and (iv) fees payable to the Company’s Knowledge's legal, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company financial and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities acocunting advisors and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations other fees incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, Transactions (d) liabilities owed by one wholly owned assuming consummation of the Transactions). The Company's and Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) Subsidiaries' liabilities and obligations that would not reasonably be expected with respect to haveproduct and service warranties has been appropriately valued and reserved for, individually or in accordance with GAAP and the aggregateCompany's historical warranty reserve policies, a Company Material Adverse Effectat $273,040 as of May 31, or (f2002 and at $236,081 as of August 31, 2002. Set forth in Section 5.10(b) liabilities or obligations listed on Section 4.6 of the Company Disclosure ScheduleSchedule is: (i) a list of all individual Company products under warranty, (ii) the shipping date of such product, (iii) a product description, (iv) the name and address of the relevant customer, (v) the warranty amount reserved by the Company and (vi) a copy of the applicable warranty provision.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC ReportsSeptember 30, 2018, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27September 30, 2015 2018 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 5.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwisea) Except (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations as reflected or reserved against in the consolidated balance sheet of sheets (or the Company and its consolidated Subsidiaries notes thereto) included in the Company’s Quarterly Report on Form 10-Q for Financial Statements or the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”)Management Accounts, (bii) for liabilities and obligations incurred in the ordinary course of business since consistent with past practice from and after July 1, 2005, and (iii) for liabilities or obligations which have been discharged or paid in full in the date ordinary course of business, (a) the Company has no liabilities or obligations of any nature, whether or not accrued, contingent or otherwise that would be required by Austrian GAAP to be reflected on a balance sheet of the Company Balance Sheet(or in the notes thereto) and (b) none of the Target Companies have any off-balance sheet liabilities or obligations. (b) Other than in connection with its organization and the maintenance of its ongoing limited liability company existence, (i) EHG has no liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, which in the aggregate are material, and no assets, except, in each case, relating to its ownership of the Company Shares, the EKOM Shares and the TRA Shares; and (ii) EHG has conducted no business activities other than acquiring and owning the Company Shares, the EKOM shares and the TRA Shares. (c) liabilities and obligations incurred Other than in connection with its organization and the Merger maintenance of its ongoing limited liability company existence, (i) TRA has no liabilities or otherwise as contemplated obligations of any nature, whether or permitted by this Agreementnot accrued, contingent or otherwise, which in the aggregate are material, and no assets, except, in each case, relating to its ownership of the 3G License; and (ii) TRA has conducted no business activities other than acquiring and owning such 3G License. (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by Other than in connection with its organization and the Company to any wholly owned Company Subsidiarymaintenance of its ongoing limited liability company existence, (ei) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) EKOM has no liabilities or obligations listed on Section 4.6 of any nature, whether or not accrued, contingent or otherwise, which in the aggregate are material, and no assets, except, in each case, relating to its prior ownership of the Company Disclosure ScheduleTRA Shares and the 3G License; and (ii) EKOM has conducted no business activities other than acquiring, owning and transferring the TRA Shares and such 3G License.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for Except (a) liabilities or obligations as reflected or reserved against in the consolidated balance sheet Company’s financial statements as of and for the Company and its consolidated Subsidiaries period ended October 2, 2012 (as amended or restated, if applicable) or the notes thereto included in the Company’s Quarterly Report annual report on Form 10‑K filed with the SEC on November 21, 2012, (b) as reflected or reserved against in the Company’s financial statements (as amended or restated, if applicable) as of and for the period ended January 1, 2013 or the notes thereto included in the Company’s quarterly report on Form 10-Q filed with the SEC on February 7, 2013 or as of and for the quarterly period ended June 27April 2, 2015 2013 or in the notes thereto (included in the “Company Balance Sheet”)Company’s quarterly report on Form 10-Q filed with the SEC on May 8, 2013, (bc) for liabilities and or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreementsuch financial statements, (d) for liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by incurred on behalf of the Company to or any wholly owned Company Subsidiary, Subsidiary in connection with this Agreement and (e) for liabilities and or obligations that have been discharged or paid in full, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and whether due or to become due, that would be required by GAAP to be reflected or reserved against on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries, other than those which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries hasExcept as set forth in SCHEDULE 2.17, since the date there are no Liabilities of the most recent consolidated balance sheet Companies or the Subsidiaries including Liabilities which may become known or which arise only after the Closing and which result from acts, omissions or occurrences of the Company included in Owners, the Company SEC Reports, incurred any liabilities Companies or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) the Subsidiaries prior to the Closing other than: (i) that would be required to be Liabilities and obligations which are fully reflected or reserved against for in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or Interim Balance Sheet; (ii) in Liabilities for express executory obligations to be performed after the case of Closing (other than any liabilities or express executory obligations that are not required might arise due to be reflected any default or reserved against in a consolidated balance sheet other failure of performance by the Company and its consolidated Companies, the Subsidiaries prepared in accordance with GAAP, or the Owners prior to the Company’s KnowledgeClosing Date) under the contracts described in SCHEDULES 2.10, except2.11, in each case2.20, for AND 2.25 or contracts omitted therefrom because they do not, individually, reach applicable materiality thresholds; and (aiii) liabilities Liabilities incurred by the Companies or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date Interim Balance Sheet (none of which results from, arises out of, relates to, is in the Company Balance Sheetnature of, (c) or was caused by any material breach of contract, breach of warranty, gross negligence, willful or reckless misconduct, infringement, or material violation of Law). "Liability" or "Liabilities" means any liabilities, obligations or claims of any kind whatsoever whether absolute, accrued or unaccrued, fixed or contingent, matured or unmatured, asserted or unasserted, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due, including without limitation any foreign or domestic tax liabilities and obligations or deferred tax liabilities incurred in connection with the Merger respect of or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed measured by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually Companies' or in the aggregate, a Company Material Adverse EffectSubsidiaries' income, or (f) any other debts, liabilities or obligations listed relating to or arising out of any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on Section 4.6 or before the date hereof, whether or not known, due or payable. Except as disclosed in SCHEDULE 2.10, neither the Companies nor any of the Company Disclosure ScheduleSubsidiaries is subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report Except as set forth on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”Schedule 4.7(a), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect or a Transfer Group Material Adverse Effect, the Citrus Group Companies, the Tra▇▇▇▇▇▇▇▇▇ ▇▇▇▇p Companies and the Northern Plains Group Companies have no indebtedness, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the consolidated balance sheet of Citrus, Transwestern or the Northern Plains Group Companies or in the notes thereto in accordance with GAAP, respectively, which (i) is not shown on the Balance Sheets or the notes thereto or (fii) was not incurred in the Ordinary Course of Business since the Balance Sheet Date, except for any indebtedness, obligation or liability arising after the date of this Agreement which is permitted pursuant to Section 6.2. (b) Except as disclosed or reflected in the Northern Border SEC Reports, or as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect, the Northern Border Companies have n▇ ▇▇▇▇▇▇▇▇▇▇▇▇, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required, based on information known to Sellers or any of the Northern Border Companies as of the date of execution of this Agreement, to be reflected in, reserved against or otherwise described on the consolidated balance sheet of Northern Border and its subsidiaries included in the most recent Northern Border SEC Reports or in the notes thereto in accordance with GAAP, which (i) is not shown on a balance sheet of the Northern Border Companies or the notes thereto or (ii) was not incurred in the ordinary course of business since the Balance Sheet Date. (c) None of the Company, CrossCountry Citrus Corp., Transwestern Holding Company, Inc., NBP Services, CES or CrossCountry Alaska LLC, on an unconsolidated basis, has any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) except for (i) liabilities incurred since the date of this Agreement in the Ordinary Course of Business (except in the case of NBP Services and CES, incurred at any time in the Ordinary Course of Business), (ii) liabilities that do not exceed $1,000,000 in the aggregate, (iii) as set forth in Schedule 4.7(c) or obligations listed on Section 4.6 (iv) in the case of the Company Disclosure ScheduleCompany, liabilities incurred in accordance with the terms and provisions of the Contribution Agreement (including the agreements entered into, and actions taken, in connection with the Contribution Agreement).

No Undisclosed Liabilities. (a) Neither the Company nor or any of its Subsidiaries hasSubsidiaries, since the date has any Liabilities of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any a nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in on a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPGAAP or the notes thereto, other than (i) Liabilities reflected or otherwise reserved against in the Company Balance Sheet and notes thereto, dated June 1, 2007 (the “Balance Sheet Date”), (ii) Liabilities arising under this Agreement or incurred in connection with the transactions expressly contemplated by this Agreement, and (iii) Liabilities incurred in the case ordinary course of business after the Balance Sheet Date that have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither H3C nor any liabilities or obligations that are not of its Subsidiaries has any Liabilities of a nature required to be reflected or reserved against in on a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPGAAP or the notes thereto, to the Company’s Knowledge, except, in each case, for other than (ai) liabilities or obligations Liabilities reflected or otherwise reserved against in the consolidated balance sheet financial statements and notes thereto attached to Section 3.10(b) of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”)Disclosure Schedule, (bii) liabilities Liabilities arising under this Agreement or incurred in connection with the transactions expressly contemplated by this Agreement, and obligations (iii) Liabilities incurred in the ordinary course of business since after the date of the Company Balance Sheet, (c) liabilities Sheet Date that have not had and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for Except (a) liabilities or obligations as disclosed, reflected or reserved against in the Company’s unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 (or in the notes thereto thereto) as of March 31, 2018 (the “Company Balance SheetSheet Date”), (b) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetSheet Date, (c) liabilities and obligations incurred in connection with the Merger as expressly permitted or otherwise as contemplated or permitted by this Agreement, (d) for liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary which have been discharged or liabilities owed by paid in full in the Company to any wholly owned Company Subsidiaryordinary course of business consistent with past practice, and (e) liabilities and obligations that would not reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 are not material to the business of the Acquired Companies, taken as a whole, as of the date hereof, no Acquired Company Disclosure Schedulehas any liabilities of any nature, whether or not accrued, contingent or otherwise. For purposes of this Section 4.5, the term “liabilities” shall not include obligations of the Acquired Companies to perform under or comply with any applicable Law, action, judgment or Contract, but would include such liabilities and obligations if there has been a default or failure to perform or comply by the Acquired Companies with any such liability or obligation if such default or failure would, with the giving of notice or passage of time or both, reasonably be expected to result in a monetary obligation or the imposition of injunctive or other equitable remedies. For the avoidance of doubt, except as disclosed on the Company Financial Statements (including the respective notes thereto), the Company and its Subsidiaries have no remaining obligations under that certain Debtors’ Joint Plan of Reorganization dated December 22, 2016.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date There were no Liabilities of the most recent consolidated balance sheet Companies as of June 30, 2006, except (i) as reflected in the Company Stub Period Financial Statements as of and for the six months ended June 30, 2006; (ii ) Liabilities that would not be required by GAAP to be included in the Company SEC ReportsStub Period Financial Statements, none of which Liabilities is reasonably expected to have an Embarcadero Material Adverse Effect; (iii) Liabilities for insurance claims, incurred but not reported; (iv) as disclosed in Section 3.2(e) of Sellers Disclosure Schedule or in any liabilities or obligations other section of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) Sellers Disclosure Schedule so long as it is reasonably apparent that would be required to be reflected or reserved against in such disclosure describes a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, Liability; or (iiv) in the case of any liabilities or obligations Liabilities that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against material in the consolidated balance sheet of aggregate and that will be accrued on the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Closing Date Balance Sheet”). Since June 30, 2006, the Companies have not incurred any Liabilities, except (bA) liabilities and obligations incurred in the ordinary course of business since and consistent with past practice, (B) as disclosed in Section 3.2(e) of Sellers Disclosure Schedule or in any other section of Sellers Disclosure Schedule so long as it is reasonably apparent that such disclosure describes a Liability, or (C) Liabilities that are not material in the date of aggregate and that will be accrued on the Company Closing Date Balance Sheet, none of which, in the case of Liabilities described in clause (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this AgreementA), (dB) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary(C) of this Section 3.2(e), (e) liabilities and obligations that would not is reasonably be expected to have, individually or in the aggregate, a Company have an Embarcadero Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedule.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwisea) Except (i) that would be required as and to be the extent reflected or reserved against in a consolidated balance sheet of on the Company and its consolidated Subsidiaries prepared in accordance with GAAP, June 30 Balance Sheet or (ii) in the case of any liabilities as incurred on or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPafter July 1, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred 2002 in the ordinary course of business since the Acquired Business consistent with past practice, neither the Acquired Business nor the Acquired Companies are subject to, and the Acquired Assets are not subject to, any Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances). Section 3.9(a) of the Seller Parties Disclosure Schedule contains true, accurate and correct copies of all Contracts (except for such Contracts so indicated therein) evidencing indebtedness for borrowed money of each Acquired Company as of June 30, 2002 or as of a date after June 30, 2002 and the respective amounts outstanding thereunder as of such date. The proceeds from each such borrowing have been used solely in the Acquired Business conducted by the Acquired Company that has incurred such indebtedness or any of its Subsidiaries. (b) Except as set forth in Section 3.9(b) of the Seller Parties Disclosure Schedule, no Acquired Company is under any obligation (whether pursuant to a writing, oral statement, course of dealing or otherwise) to fund, underwrite, provide vehicles or financing therefor, or guarantee or otherwise support, in whole or in part, any obligations of Franchisees, Dealers, agents or other Third Parties. Except as set forth Section 3.9(b) of the Seller Parties Disclosure Schedule, no Contract with any Franchisee, Dealer or agent relating to the Acquired Business has any guarantee of income or volume, and no such agreement provides for any financial recourse to any Seller Entity in the event that income or volume goals are not met or for any other reason. (c) Section 3.9(c) of the Seller Parties Disclosure Schedule sets forth the amounts due by Seller Entities to each Vehicle Manufacturer or any Affiliates thereof as of June 30, 2002, the maturity date(s) thereof and any Encumbrances created or purported to be created as collateral therefor. (d) Except as set forth in Section 3.9(d) of the Seller Parties Disclosure Schedule, Seller Entities have made payments in full, when due, of all amounts payable under the TFFC MV Leases, and prior to the date of this Agreement none of such payments has been made with proceeds from draws under letters of credit issued pursuant to the Company Balance Sheet, (c) liabilities Amended and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Restated Credit Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, . (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (fSection 3.9(e) liabilities or obligations listed on Section 4.6 of the Company Seller Parties Disclosure ScheduleSchedule contains a true, complete and accurate list of all letters of credit issued under the Amended and Restated Credit Agreement or pursuant to the DIP Financing as of the date hereof, including, with respect to each such letter of credit (i) the date of issuance, (ii) the expiration date, (iii) the amount, (iv) the amount of any draws thereunder and (v) the purpose for which such letter of credit was issued.

No Undisclosed Liabilities. Neither Except as set forth in Section 2.09 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred subsidiaries has any liabilities or obligations of any nature (whether or not absolute, contingent, accrued, contingent, fixed contingent or otherwise) ), except liabilities (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (iia) in the case of any liabilities aggregate adequately provided for or obligations that are not required to be reflected or reserved against disclosed in a consolidated the Company's unaudited balance sheet (including any related notes thereto) as of the Company and its consolidated Subsidiaries prepared in accordance with GAAPOctober 28, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries 2001 included in the Company’s 's Quarterly Report on Form 10-Q for the quarterly period quarter ended June 27October 28, 2015 or in the notes thereto 2001 (the “"2001 Company Balance Sheet”"), (b) liabilities and obligations incurred in the ordinary course of business since and not required under GAAP to be reflected on the date of the 2001 Company Balance Sheet, (c) liabilities incurred since October 28, 2001 if such liability is in excess of $50,000 and obligations is (a) not incurred in the ordinary course of business, or (b) if incurred in the ordinary course of business, is a nonrecurring payment to (i) a vendor not doing business with the Company on the date of this Agreement, or (ii) an existing vendor doing business with the Company on the date of this Agreement, but with respect to goods or services not being provided by such vendor to the Company on the date of this Agreement, or (d) incurred in connection with this Agreement or the Merger or otherwise as the other transactions contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on hereby. Section 4.6 2.09 of the Company Disclosure ScheduleSchedule sets forth the amount of principal and unpaid interest outstanding under each instrument evidencing indebtedness of the Company and its subsidiaries. Section 2.09 of the Company Disclosure Schedule also sets forth the amount of principal and unpaid interest outstanding under each instrument evidencing indebtedness of the Company and its subsidiaries which will accelerate or become due or result in a right of redemption or repurchase on the part of the holder of such indebtedness (with or without due notice or lapse of time) as a result of this Agreement, the Merger or the other transactions contemplated hereby.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) i. The Business has no Liabilities that would be are required by GAAP to be reflected or reserved against in a consolidated balance sheet of the Company Business, except (i) as set forth and its consolidated Subsidiaries prepared reserved for in accordance with GAAPthe Financial Statements for the fiscal year ended 2020, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetDecember 31, 2020, (ciii) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, the Real Estate Purchase Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby or (div) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiaryas would not be, (e) liabilities and obligations that would not reasonably be expected to havebe, individually or in the aggregate, material to the Business and the Specified Entities, taken as a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 whole. ii. As of the Closing Date: (I) (A) each PropCo Acquired Company Disclosure Schedulewas created solely for the purpose of, and has not engaged in any activity or business other than, owning its applicable Real Property in connection with the transactions contemplated in this Agreement and the Real Estate Purchase Agreement; and (B) the only asset of each PropCo Acquired Company is its applicable Real Property (and, for the avoidance of doubt, no PropCo Acquired Company has any direct or indirect Subsidiaries nor owns any interests in any other entity); and (C) no PropCo Acquired Company has any Liabilities (contingent or otherwise) other than Real Property Liabilities; and (II) (A) each OpCo Asset Company was created solely for the purpose of, and has not engaged in any activity or business other than, owning its applicable OpCo Acquired Assets in connection with the transactions contemplated in this Agreement; (B) the only asset of each OpCo Asset Company is its applicable OpCo Acquired Assets (and, for the avoidance of doubt, no OpCo Asset Company has any direct or indirect Subsidiaries nor owns any interests in any other entity); and (C) no OpCo Asset Company has any Liabilities other than any OpCo Assumed Liabilities.

No Undisclosed Liabilities. Neither Except as set forth on SCHEDULE 2.20 hereto, the liabilities on the latest balance sheet included in the Financial Statements consist solely of accrued obligations and liabilities incurred by the Company nor any in the ordinary course of its Subsidiaries hasbusiness to Persons which are not Affiliates of the Company. Except as set forth on SCHEDULE 2.20 hereto, since there are no liabilities of the Company of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, determined or determinable or otherwise, including without limitation documentary or standby letters of credit, bid or performance bonds, or customer or third party guarantees, and no existing condition, situation or set of circumstances that could reasonably result in such a liability, other than (i) liabilities disclosed in the Financial Statements, (ii) liabilities which have arisen after the date of the most recent consolidated latest balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred Financial Statements in the ordinary course of business since and consistent with past practice (none of which is a liability for breach of contract, breach of warranty, tort, infringement claim or lawsuit), (iii) liabilities under the date executory portion of any Contract or other written purchase order, sales order, lease, agreement or commitment of any kind by which the Company is bound and which was entered into in the ordinary course of the Company Balance SheetCompany's business and consistent with past practice, and (civ) liabilities and obligations incurred in connection with under the Merger or otherwise executory portion of any Permit. Except as contemplated or permitted set forth on SCHEDULE 2.20 hereto, no claims have been asserted for indemnification by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by any Person against the Company under any law or agreement or pursuant to the Company's Amended and Restated Certificate of Incorporation or Amended and Restated By-laws (or equivalent governing document) and, to the Company's knowledge, there do not exist any wholly owned Company Subsidiary, (e) liabilities and obligations facts or circumstances that would not might reasonably be expected give rise to have, individually or in the aggregate, such a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of claim against the Company Disclosure Schedulethereunder.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwisea) Except (i) that would be required as and to be the extent reflected or reserved against in a consolidated balance sheet of on the Company and its consolidated Subsidiaries prepared in accordance with GAAP, June 30 Balance Sheet or (ii) in the case of any liabilities as incurred on or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPafter July 1, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred 2002 in the ordinary course of business since the Acquired Business consistent with past practice, neither the Acquired Business nor the Acquired Companies are subject to, and the Acquired Assets are not subject to, any Liabilities or Encumbrances (other than Assumed Liabilities and Permitted Encumbrances). SECTION 3.9(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains true, accurate and correct copies of all Contracts (except for such Contracts so indicated therein) evidencing indebtedness for borrowed money of each Acquired Company as of June 30, 2002 or as of a date after June 30, 2002 and the respective amounts outstanding thereunder as of such date. The proceeds from each such borrowing have been used 38 solely in the Acquired Business conducted by the Acquired Company that has incurred such indebtedness or any of its Subsidiaries. (b) Except as set forth in SECTION 3.9(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Acquired Company is under any obligation (whether pursuant to a writing, oral statement, course of dealing or otherwise) to fund, underwrite, provide vehicles or financing therefor, or guarantee or otherwise support, in whole or in part, any obligations of Franchisees, Dealers, agents or other Third Parties. Except as set forth SECTION 3.9(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Contract with any Franchisee, Dealer or agent relating to the Acquired Business has any guarantee of income or volume, and no such agreement provides for any financial recourse to any Seller Entity in the event that income or volume goals are not met or for any other reason. (c) SECTION 3.9(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE sets forth the amounts due by Seller Entities to each Vehicle Manufacturer or any Affiliates thereof as of June 30, 2002, the maturity date(s) thereof and any Encumbrances created or purported to be created as collateral therefor. (d) Except as set forth in SECTION 3.9(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, Seller Entities have made payments in full, when due, of all amounts payable under the TFFC MV Leases, and prior to the date of this Agreement none of such payments has been made with proceeds from draws under letters of credit issued pursuant to the Company Balance Sheet, (c) liabilities Amended and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Restated Credit Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, . (e) liabilities SECTION 3.9(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a true, complete and obligations that would not reasonably be expected accurate list of all letters of credit issued under the Amended and Restated Credit Agreement or pursuant to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 DIP Financing as of the Company Disclosure Scheduledate hereof, including, with respect to each such letter of credit (i) the date of issuance, (ii) the expiration date, (iii) the amount, (iv) the amount of any draws thereunder and (v) the purpose for which such letter of credit was issued.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report Except as set forth on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”Schedule 4.7(a), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect or a Transfer G▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, the Northern Plains Group Companies have no indebtedness, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the consolidated balance sheet of the Northern Plains Group Companies or in the notes thereto in accordance with GAAP, respectively, which (i) is not shown on the Balance Sheets or the notes thereto or (fii) was not incurred in the Ordinary Course of Business since the Balance Sheet Date, except for any indebtedness, obligation or liability arising after the date of the Enron Purchase Agreement which is permitted pursuant to Section 6.2. (b) Except as disclosed or reflected in the Northern Border SEC Reports, or as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer G▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, the Northern Border Companies have no indebtedness, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required, based on information known to Seller or any of the Northern Border Companies as of the date of the Enron Purchase Agreement, to be reflected in, reserved against or otherwise described on the consolidated balance sheet of Northern Border and its subsidiaries included in the most recent Northern Border SEC Reports or in the notes thereto in accordance with GAAP, which (i) is not shown on a balance sheet of the Northern Border Companies or the notes thereto or (ii) was not incurred in the ordinary course of business since the Balance Sheet Date. (c) NBP Services does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) except for (i) liabilities incurred at any time in the Ordinary Course of Business, (ii) liabilities that do not exceed $1,000,000 in the aggregate or obligations listed on Section 4.6 of the Company Disclosure Schedule(iii) as set forth in Schedule 4.7(c).

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) The Business has no Liabilities that would be are required by GAAP to be reflected or reserved against in a consolidated balance sheet of the Company Business, except (i) as set forth and its consolidated Subsidiaries prepared reserved for in accordance with GAAPthe Financial Statements for the fiscal year ended 2020, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetDecember 31, 2020, (ciii) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, the Real Estate Purchase Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby or (div) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiaryas would not be, (e) liabilities and obligations that would not reasonably be expected to havebe, individually or in the aggregate, material to the Business and the Specified Entities, taken as a Company Material Adverse Effect, or whole. (fii) liabilities or obligations listed on Section 4.6 As of the Closing Date: (I) (A) each PropCo Acquired Company Disclosure Schedulewas created solely for the purpose of, and has not engaged in any activity or business other than, owning its applicable Real Property in connection with the transactions contemplated in this Agreement and the Real Estate Purchase Agreement; and (B) the only asset of each PropCo Acquired Company is its applicable Real Property (and, for the avoidance of doubt, no PropCo Acquired Company has any direct or indirect Subsidiaries nor owns any interests in any other entity); and (C) no PropCo Acquired Company has any Liabilities (contingent or otherwise) other than Real Property Liabilities; and (II) (A) each OpCo Asset Company was created solely for the purpose of, and has not engaged in any activity or business other than, owning its applicable OpCo Acquired Assets in connection with the transactions contemplated in this Agreement; (B) the only asset of each OpCo Asset Company is its applicable OpCo Acquired Assets (and, for the avoidance of doubt, no OpCo Asset Company has any direct or indirect Subsidiaries nor owns any interests in any other entity); and (C) no OpCo Asset Company has any Liabilities other than any OpCo Assumed Liabilities.

No Undisclosed Liabilities. Neither the (a) No Acquired Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred has any liabilities or obligations of any nature (kind, whether absolute, contingent, accrued, contingent, fixed absolute, determined, determinable or otherwise) (i) that would be required to be reflected , whether or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared financial statements in accordance with GAAP, to the Company’s Knowledge, except, GAAP and greater than $50,000 in each individual case, for and whether due or to become due, other than: (a1) liabilities or obligations reflected or reserved against in the consolidated balance sheet “liabilities” column of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 Balance Sheet or in the notes thereto thereto; (2) accounts payable and accrued salaries that have been incurred by the “Company Acquired Companies since the Balance Sheet”), (b) liabilities and obligations incurred Sheet Date in the ordinary course of business since and consistent with past practice; (3) the date of the Company Balance Sheet, (c) liabilities and obligations incurred identified in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 3.08 of the Company Disclosure Schedule; and (4) liabilities arising under this Agreement. (b) Section 3.08 of the Company Disclosure Schedule provides an accurate and complete breakdown and aging of: (i) all accounts payable of each of the Acquired Companies as of the date of this Agreement; and (ii) all notes payable of each of the Acquired Companies and all other indebtedness of each of the Acquired Companies as of the date of this Agreement. (c) None of the Acquired Companies has ever effected or otherwise been involved in any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended). Without limiting the generality of the foregoing, none of the Acquired Companies has ever guaranteed any debt or other obligation of any other Person.

No Undisclosed Liabilities. Neither Except as set forth on Schedule 2.1(i) hereto, neither the Company nor any of its Subsidiaries hassubsidiaries has any liabilities, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reportsobligations, incurred any liabilities claims or obligations of any nature losses (whether liquidated or unliquidated, secured or unsecured, absolute, contingent, accrued, contingent, fixed contingent or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations other than those incurred in the ordinary course of business the Company’s or its subsidiaries respective businesses since the date of the Company Balance SheetDecember 31, (c) liabilities 2002 and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havewhich, individually or in the aggregate, do not or would not have a Company Material Adverse EffectEffect on the Company or its subsidiaries. No Undisclosed Events or Circumstances. Except as set forth on Schedule 2.1(j) hereto, no event or (fcircumstance has occurred or exists with respect to the Company or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. Indebtedness. The Form 10-KSB, Form 10-QSB or Schedule 2.1(k) liabilities or obligations listed on Section 4.6 hereto sets forth as of a recent date all outstanding secured and unsecured Indebtedness of the Company Disclosure Scheduleor any subsidiary, or for which the Company or any subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $25,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth on Schedule 2.1(k), neither the Company nor any subsidiary is in default with respect to any Indebtedness.

No Undisclosed Liabilities. (a) Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred has any liabilities or obligations of any nature (nature, whether absolute, contingent, or not accrued, contingent, fixed contingent or otherwise) (i) , that would be required by GAAP to be reflected or reserved against in on a consolidated balance sheet (or the notes thereto) of the Company and its consolidated Subsidiaries prepared in accordance with GAAPSubsidiaries, or other than (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (ai) liabilities and obligations specifically disclosed or obligations reflected or on and adequately reserved against in the Company’s unaudited consolidated balance sheet as of the Company and its consolidated Subsidiaries September 30, 2024 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC or the Company’s audited consolidated balance sheet as of December 31, 2023 included in the Company’s Annual Report on Form 10-K for the quarterly period fiscal year ended June 27December 31, 2015 2023 filed with the SEC (in each case, or in the notes thereto (the “Company Balance Sheet”thereto), (bii) liabilities and obligations incurred in the ordinary course Ordinary Course of business Business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement or misappropriation) since September 30, 2024, (iii) liabilities and obligations which have been discharged or paid in full prior to the date of the Company Balance Sheetthis Agreement, (civ) liabilities and obligations incurred in connection with the Merger or otherwise as transactions contemplated or permitted by this Agreement, (dv) liabilities owed executory obligations arising from any Contract entered into in the Ordinary Course of Business (none of which results from or was caused by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed a breach by the Company to or any wholly owned Company Subsidiary, of its Subsidiaries of any such Contract) and (evi) liabilities and obligations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, or (fhas any commitment to become a party to, any “off balance sheet arrangement” that would be required to be disclosed under Item 303(a) liabilities or obligations listed on Section 4.6 of Regulation S-K as promulgated by the SEC. Except as have been described in the Company SEC Documents, as of the Company Disclosure Scheduledate of this Agreement, there are no unconsolidated direct or indirect Subsidiaries of the Company.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included Except as set forth in the Company SEC Reports, incurred any Financial Statements and for liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary normal course of business since the date of the Company Balance SheetFebruary 29, (c) liabilities and obligations incurred in connection 2004 or connected with the Merger or otherwise as contemplated or permitted by negotiation, execution and delivery of this Agreement, the Ancillary agreements and the Closing Documents and the transactions contemplated hereby and thereby, there are no debts, claims, liabilities, or obligations with respect to Seller or to which the Assets are subject, whether liquidated, unliquidated, accrued, absolute, contingent or otherwise. Except as disclosed in Schedule 5.7, Seller is not a guarantor or indemnitor of any indebtedness of any other Person. Seller’s “Net Current Liabilities” as of the Closing Date were not in excess of One Million Nine Hundred Thousand Dollars (d$1,900,000) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually no disclosure elsewhere in this Agreement or in the aggregateDisclosure Schedules shall be deemed to qualify or create an exception to this representation. As used in this Agreement, a Company Material Adverse Effect“Net Current Liabilities” means all current liabilities of Seller (excluding deferred compensations owed to Messrs. ▇▇▇▇▇▇▇▇ and Chick and expenses related to the negotiation, execution and delivery of this Agreement and the other agreements and documents contemplated hereby), including amounts owed to customers, accounts payable, arrearages on leases and contracts, taxes, interests and penalties, liabilities owed or payable to employees, credit card processing fees and the liabilities of Seller listed in Schedule 3.1, less cash, bank accounts, cash equivalents, accounts receivable (fnet of reserves on the books) liabilities or obligations listed on Section 4.6 and unbilled customer receivables. Net Current Liabilities shall be determined in accordance with Seller’s customary accounting practices as more fully described in the schedules of the Company Disclosure Scheduleassets and liabilities.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date There are no Liabilities of the most recent consolidated balance sheet of the Company included in the Company SEC ReportsPartnership or any Subsidiary, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) other than Liabilities (i) that would be required to be reflected or reserved against on the Net Asset Test Reference Balance Sheet, (ii) incurred since March 31, 1997 in a consolidated balance sheet the ordinary course of the Company and its consolidated Subsidiaries prepared in accordance business, consistent with GAAPthe past practice, or (iiiii) disclosed in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 this Agreement or in the notes thereto Sellers' Disclosure Schedule, of the Partnership and the Subsidiaries and which do not and could not have a Material Adverse Effect. (i) permitted or allowed any of the “Company assets or properties (whether tangible or intangible) of the Partnership or any Subsidiary to be subjected to any Encumbrance, other than Permitted Encumbrances; (ii) except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any Encumbrance or paid or otherwise discharged any Liability, other than current liabilities reflected on the Net Asset Test Reference Balance Sheet”), (b) Sheet and current liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date March 31, 1997; (iii) made any loan to, guaranteed any indebtedness of or otherwise incurred any indebtedness on behalf of any Person; (iv) redeemed any of the Company Balance SheetPartnership Interests; (v) except as specifically requested by the Purchaser or as required to accommodate changes in the Purchaser's business practices, made any material changes in the customary methods of operations of the Partnership or any Subsidiary, including, without limitation, practices and policies relating to marketing, selling and pricing; (cvi) liabilities and obligations incurred merged with, entered into a consolidation with or acquired any interest in connection with any Person or acquired a substantial portion of the Merger assets or business of any Person or any division or line of business thereof, or otherwise acquired any material assets; (vii) made any capital expenditure or commitment for any capital expenditure in excess of the capital expenditures contemplated by the planned budget, a true and complete copy of which has been provided to the Purchaser; (viii) sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets, real, personal or mixed (including, without limitation, leasehold interests and intangible assets) with an individual value in excess of $50,000; (ix) issued or sold any Partnership Interests, or other equity securities, or any option, warrant or other right to acquire the same, of, or any other interest in, the Partnership or any Subsidiary, except as contemplated or permitted by this Agreement; (A) granted any increase, (d) liabilities owed or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by one wholly owned Company the Partnership or any Subsidiary to another wholly owned Company any of its employees, including, without limitation, any increase or change pursuant to any Plan, or (B) established or increased or promised to increase any benefits under any Plan, in either case except for ordinary increases consistent with the past practices of the Partnership or such Subsidiary; (xii) revalued any assets of the Partnership or any Subsidiary other than in accordance with U.S. GAAP; (xiii) amended, terminated, cancelled or compromised any material claims of the Partnership or any Subsidiary or liabilities owed waived any other rights of material value to the Partnership or any Subsidiary; (xiv) made any material change in any method of accounting or accounting practice or policy used by the Company Partnership or any Subsidiary; (xv) amended or restated the Partnership Agreement or the organizational documents of any Subsidiary; (xvi) made any express or deemed election or settled or compromised any liability that is the subject of a dispute with any government or taxing authority, with respect to (A) Taxes of the Partnership or any Subsidiary or (B) Taxes, insofar as Partnership items or any Subsidiary items are involved, of the partners of the Partnership or of any Subsidiary; (xvii) suffered any casualty loss or damage with respect to any wholly owned Company Subsidiaryof the Assets which individually has a replacement cost of more than $50,000, which loss or damage shall not have been covered by insurance; (exviii) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company suffered any Material Adverse Effect; or (xix) agreed, whether in writing or (f) liabilities or obligations listed on Section 4.6 otherwise, to take any of the Company Disclosure Scheduleactions specified in this Section 3.08 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.08.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, Except for (a) liabilities or obligations Excluded Liabilities, (b) Liabilities reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in Financial Statements (including the notes thereto (the “Company Balance Sheet”thereto), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations Liabilities incurred in the Ordinary Course since the Financial Statement Date, (d) any transaction expenses or Liabilities incurred by the Seller or the Companies in connection with the Merger or otherwise as transactions contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed resulting from any action permitted by the Company exceptions in the covenants in Section 5.3 or against which the Seller has indemnified the Buyer pursuant to any wholly owned Company Subsidiarythis Agreement, (e) liabilities Liabilities under any Business Agreements or other Contracts that are specifically disclosed on the Schedules to this Agreement or which are not required by this Agreement to be so disclosed, (f) Liabilities included in the HSR Liabilities, (g) Liabilities identified on Schedule 3.20, and obligations (h) Liabilities that would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effectmaterial to the Business, or (f) liabilities or obligations listed on Section 4.6 as of the Original Agreement Date, no member of the Company Disclosure ScheduleGroup has any Liabilities (whether or not required under GAAP to be reflected in a combined and consolidated balance sheet and/or statements of operations, cash flows and changes in equity of the Business). With respect to the Business or any Company, to the Knowledge of the Seller, there are no outstanding requirements by a regulatory authority that are not included in the CapEx Budget that are reasonably expected to give rise to an expenditure of at least two million dollars ($2,000,000) by a Company, the Business or the Buyer after the Closing, assuming the Business continues to be conducted as conducted on the Original Agreement Date.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report Except as set forth on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”SCHEDULE 4.7(A), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect or a Transfer Group Material Adverse Effect, the Northern Plains Group Compani▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇btedness, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described on the consolidated balance sheet of the Northern Plains Group Companies or in the notes thereto in accordance with GAAP, respectively, which (i) is not shown on the Balance Sheets or the notes thereto or (fii) was not incurred in the Ordinary Course of Business since the Balance Sheet Date, except for any indebtedness, obligation or liability arising after the date of the Enron Purchase Agreement which is permitted pursuant to Section 6.2. (b) Except as disclosed or reflected in the Northern Border SEC Reports, or as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or a Transfer Group Material Adverse Effect, the Northern Border Companies have n▇ ▇▇▇▇▇▇▇▇▇▇▇▇, obligation or liability of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required, based on information known to Seller or any of the Northern Border Companies as of the date of the Enron Purchase Agreement, to be reflected in, reserved against or otherwise described on the consolidated balance sheet of Northern Border and its subsidiaries included in the most recent Northern Border SEC Reports or in the notes thereto in accordance with GAAP, which (i) is not shown on a balance sheet of the Northern Border Companies or the notes thereto or (ii) was not incurred in the ordinary course of business since the Balance Sheet Date. (c) NBP Services does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) except for (i) liabilities incurred at any time in the Ordinary Course of Business, (ii) liabilities that do not exceed $1,000,000 in the aggregate or obligations listed on Section 4.6 of the Company Disclosure Schedule(iii) as set forth in SCHEDULE 4.7(C).

No Undisclosed Liabilities. Neither There are no obligations or liabilities of the Company nor or any of its Subsidiaries hasSubsidiaries, since the date of the most recent consolidated whether or not accrued, whether known or unknown, on- or off- balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolutesheet, contingent, accrued, contingent, fixed absolute or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for otherwise other than (a) liabilities or obligations reflected or disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of the Balance Sheet Date and its consolidated Subsidiaries included the notes thereto set forth in the Company’s Quarterly Report quarterly report on Form 10-Q for the quarterly period fiscal quarter ended June 27March 31, 2015 or in the notes thereto 2025 (the “Company Balance Sheet”), (b) liabilities and or obligations incurred in the ordinary course of business since the date Balance Sheet Date (none of the Company Balance Sheetwhich is a liability resulting from a breach of contract, breach of warranty, tort, infringement or violation of Law), (c) liabilities and or obligations incurred arising out of this Agreement or the transactions contemplated hereby or in connection with the Merger obligations under existing Contracts or otherwise as contemplated applicable Law (none of which is a liability resulting from a breach of contract, breach of warranty, tort, infringement or permitted by this Agreementviolation of Law), (d) liabilities owed by one wholly owned Company Subsidiary that have been discharged or paid in full in the ordinary course of business prior to another wholly owned Company Subsidiary the date hereof or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and or obligations that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (f. There are no off-balance sheet arrangements of any type required to be disclosed pursuant to Item 303(a)(4) liabilities or obligations listed on of Regulation S-K promulgated under the Securities Act that have not been so described in the Company Reports. Section 4.6 4.8 of the Company Disclosure ScheduleLetter sets forth a correct and complete list (including the individual and aggregate value (in U.S. dollars)) of principal and accrued and unpaid interest outstanding under all indebtedness for borrowed money of the Company and its Subsidiaries as of the date hereof, other than (i) such indebtedness reflected on the Company Balance Sheet or disclosed in the notes thereto included in the Company Reports and (ii) any liabilities arising under any finance lease.

No Undisclosed Liabilities. The Company and its Subsidiaries do not have any Indebtedness or Guarantee other than as set forth in Section 3.9 of the Disclosure Schedule. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or except for obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred future performance arising in the ordinary course of business since and consistent with past practice under the date Contracts that have been disclosed to the Purchaser, any liability, obligation, expense, claim, deficiency or endorsement of the Company Balance Sheetany type or kind whatsoever, (c) liabilities and obligations incurred in connection with the Merger whether accrued, absolute, contingent, determined, determinable, matured, unmatured or otherwise as contemplated (whether or permitted by this Agreementnot required to be reflected in financial statements in accordance with UK GAAP) and there is no existing condition, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary situation or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that set of circumstances which would not reasonably be expected to haveresult in such liability, which, individually or in the aggregate, a Company Material Adverse Effect(i) has not been reflected in the Current Balance Sheet (if required by UK GAAP to be so reflected), or (fii) liabilities has arisen outside the ordinary course of business consistent with past practices since the Balance Sheet Date and prior to the date hereof and which, individually or obligations listed on Section 4.6 in the aggregate, would result in Losses of greater than $50,000. No insolvency event (within the meaning of the Insolvency Act of 1986) has occurred in relation to the Company or any of its Subsidiaries and neither the Company or any of its Subsidiaries has been a party to any transaction with any third party which, in the event of such third party going into liquidation or an administration order or a bankruptcy order being made in relation to it or to him, would constitute a transaction at an undervalue, a preference, an invalid floating charge or an extortionate credit transaction or part of a general assignment of debts, under sections 238 to 245 and sections 339 to 344 of the Insolvency A▇▇ ▇▇▇▇ and no Person who is or has at any time within the last three years been a Director or officer of the Company Disclosure Scheduleor any of its Subsidiaries has at any material time been subject to any disqualification order under the Companies Act or under any other legislation relating to the disqualification of directors and officers, or was the subject of any investigation or proceedings capable of leading to a disqualification order being made.

No Undisclosed Liabilities. Neither (a) As of the date of this Agreement, there are no liabilities or obligations of the Operating Company nor or any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (nature, whether absolute, contingent, accrued, contingent, fixed absolute, known or otherwise) (i) that would be , in each case, whether or not required by GAAP to be reflected or reserved against in on a consolidated balance sheet of the Operating Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for other than: (a) liabilities or obligations as and to the extent reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for Operating Company Financial Statements as of the quarterly period ended June 27, 2015 or in the notes thereto (the “Operating Company Balance Sheet”)Sheet Date, (b) liabilities or obligations as and to the extent reflected or reserved against in the balance sheet included in the O’Charley’s Financial Statements as of the O’Charley’s Balance Sheet Date, (c) liabilities or obligations that were incurred by the Operating Company since the Operating Company Balance Sheet Date in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreementbusiness, (d) liabilities owed or obligations that were incurred by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by O’Charley’s since the Company to any wholly owned Company SubsidiaryO’Charley’s Balance Sheet Date in the ordinary course of business, (e) liabilities or obligations that, individually and obligations that in the aggregate, are not and would not reasonably be expected to havebe material and adverse to the Operating Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole, or (f) liabilities or obligations listed on Section 4.6 of disclosed in the Company Purchaser Disclosure Schedule. (b) Each of Purchaser and Merger Sub has been formed solely for the purpose of engaging in the Transactions and, prior to the Effective Time, Purchaser and Merger Sub will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by the Transaction Agreements.

No Undisclosed Liabilities. Neither the Company nor (a) There are no liabilities of any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations Underlying Businesses of any nature (kind whatsoever, whether absolute, contingent, accrued, contingent, fixed absolute, determined, determinable or otherwise) , and to the knowledge of Rainbow there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than: (i) that would be required liabilities provided for in the applicable Balance Sheet or disclosed in the notes to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or applicable Financial Statements; (ii) in the case of any [intentionally omitted] (iii) current liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since consistent with past practice between December 31, 2006 and the date Closing, and liabilities relating to Cablevision’s long-term cash or equity incentive programs; (iv) liabilities incurred pursuant to this Agreement and liabilities arising under agreements and commitments permitted to be entered into under (1) the first paragraph of Section 5.2 of this Agreement (with the consent of Comcast), (2) Sections 5.2(a) and 5.2(e) of this Agreement and (3) clause (y) of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by second to last paragraph of Section 5.2 of this Agreement, in each case between the date hereof and the Closing (dit being understood that, notwithstanding anything in this Agreement to the contrary, to the extent any liabilities incurred under sub-clauses (2) or (3) of this clause (iv) without the consent of Comcast give rise to long-term liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havereflected on a financial statement prepared in accordance with GAAP, the amount of such long-term liabilities at the close of business on the Closing Date shall be considered current liabilities for purposes of the calculation of Working Capital); and (v) other undisclosed liabilities which, individually or in the aggregate, are not material to the Underlying Businesses, taken as a Company Material Adverse Effectwhole. (b) Other than liabilities arising solely from its direct ownership of New England pursuant to the relevant Underlying Business Agreements or Applicable Law, or (f) liabilities or obligations listed on Section 4.6 none of the Company Disclosure ScheduleNew England RSN Holding Companies has any liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise.

No Undisclosed Liabilities. Neither the Company nor any of The Company, its Subsidiaries hasand Chroma do not have any material liabilities, since obligations or commitments of any nature, whether known or unknown, absolute, accrued or contingent and whether due or to become due, except (i) as and to the date of extent set forth in the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities Audited Financial Statements or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed the Interim Financial Statements or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or specifically disclosed in the notes thereto (the “Company Balance Sheet”)thereto, (bii) liabilities and obligations incurred after April 30, 1999 and to and including the date hereof in the ordinary course of business since business, (iii) liabilities which would have been disclosed in the date Schedules with respect to another representation or warranty but which were not disclosed because the specific dollar thresholds set forth in such representation and warranty did not require disclosure, (iv) liabilities which are not a breach of the Company Balance Sheetrepresentations and warranties in the other Sections of this Article III because of "knowledge" or "materiality" qualifications set forth therein, but would have constituted a breach of such representations and warranties if the "knowledge" or "materiality" qualifications were not contained therein and (cv) liabilities and obligations incurred set forth in connection with Schedule 3.11 or in any other Schedule. Except as set forth in Schedule 3.11, none of the Merger or otherwise as contemplated or permitted by material liabilities described in clause (ii) of this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company Section 3.11 relates to any wholly owned Company Subsidiarybreach of Material Contract, breach of warranty (e) liabilities and obligations that would not in which the liability is reasonably be expected to have, exceed $25,000 individually or $100,000 in the aggregate), a Company Material Adverse Effect, infringement or (f) liabilities violation of law or obligations listed on Section 4.6 arose out of the Company Disclosure Scheduleany Action.

No Undisclosed Liabilities. Neither Absence of Changes. ---------------------------------------------- (a) Except as and to the extent publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred subsidiaries has any material liabilities or obligations of any nature (nature, whether absolute, or not accrued or contingent, accrued, contingent, fixed or otherwise) (i) that would be required by generally accepted accounting principles to be reflected or reserved against in the liabilities column of a consolidated balance sheet of the Company, other than (i) liabilities specifically described in this Agreement or in the Company and its consolidated Subsidiaries prepared in accordance with GAAPDisclosure Schedule, or (ii) in the case of any normal or recurring liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPincurred since September 30, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred 1999 in the ordinary course of business since consistent with past practices, (iii) liabilities permitted by Section 4.1, and (iv) items required under generally accepted accounting principles to be disclosed in notes and those items that would result from normal year end adjustments. (b) Except as publicly disclosed by the Company in the Company SEC Reports or as set forth in Section 2.8 of the Company Disclosure Schedule, from September 30, 1999 to the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary there have been no events, changes or effects with respect to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to haveor its subsidiaries that, individually or in the aggregate, have had or reasonably would be expected to have had a Company Material Adverse EffectEffect on the Company. Without limiting the generality of the foregoing, except as and to the extent publicly disclosed by the Company in the Company SEC Reports or (f) liabilities or obligations listed on as set forth in Section 4.6 2.8 of the Company Disclosure Schedule, from September 30, 1999 to 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, and there has not been any (i) material adverse change in the financial condition, business or results of operations of the Company and its subsidiaries; (ii) material 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; (iii) 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; (iv) amendment of any material term of any outstanding security of the Company or any of its subsidiaries; (v) 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; (vi) 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; (vii) 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 travel, (2) loans made to employees consistent with past practices, 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; (viii) material transaction or commitment made, or any material contract or agreement entered into, by the Company or any of its subsidiaries relating to its material assets or business (including the acquisition (by sale, license or otherwise) or disposition (by sale, license or otherwise) of any material 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, other than transactions, commitments, contracts or agreements in the ordinary course of business consistent with past practices and those contemplated by this Agreement or disclosed in the Company Disclosure Schedule; (ix) labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its subsidiaries, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (x) any exclusive license, distribution, marketing, sales or other agreement entered into or any agreement to enter into any exclusive license, distribution, marketing, sales or other agreement; or (xi) change by the Company or any of its subsidiaries in its accounting principles, practices or methods. From September 30, 1999 to the date of this Agreement, except as disclosed in the Company SEC Reports filed prior to the date hereof or increases in the ordinary course of business consistent with past practices, 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 (b) any employee of the Company or any of its subsidiaries whose annual cash compensation is $100,000 or more, or (c) any other employees, where the aggregate amount of such increases to such other employees is more than $25,000.

No Undisclosed Liabilities. Neither Seller has no liabilities (absolute, accrued, contingent or otherwise), except for (i) those set forth Seller’s “Financial Statements” (the Company nor any unaudited statements of its Subsidiaries hasincome, since cash flow and changes in shareholder/member equity for such month and for the date period from the beginning the then current fiscal year of Seller to the most recent consolidated end of such month, and a balance sheet of Seller as at the Company included end of such month, setting forth in comparative form figures for the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet corresponding period of the Company preceding fiscal year, accompanied by a certificate signed by the chief financial officer of Seller stating that such financial statements present fairly the financial condition of Seller and its consolidated Subsidiaries that the same have been prepared in accordance with GAAP, or (ii) subject in the case of financial statements other than Seller’s annual financial statement to the absence of footnote disclosure and to normal, recurring end-of-period adjustments, the effect of which, both individually and in the aggregate, will not be material, and copies of all financial statements or other financial information delivered to any liabilities or obligations that Facility Lender contemporaneously with the delivery thereof to such Facility Lender) most recently delivered to Buyer by Seller, (ii) those set forth in Schedule , (iii) those arising under the Assumed Contracts, and (iv) those associated with any litigation listed in Schedule . All Financial Statements delivered by Seller to Buyer are not required to be reflected or reserved against in a consolidated balance sheet of the Company true and its consolidated Subsidiaries correct and have been prepared in accordance with GAAPGAAP applied on a basis consistent with prior periods; each balance sheet included in such Financial Statements fairly represents the financial condition of Seller as of its respective date; and each statement of income and retained earnings and cash flow included in such Financial Statements fairly represents the results of operations and retained earnings and cash flow of Seller for the period covered thereby; subject, with respect to any unaudited Financial Statements other than Seller’s unaudited annual Financial Statements, to the Company’s Knowledgeabsence of footnote disclosure and to normal, exceptrecurring end-of-period adjustments, in each casethe effect of which, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company both individually and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedulewill not be material.

No Undisclosed Liabilities. Neither Except for (i) those Liabilities specifically reflected or reserved against on the Reference Balance Sheet, (ii) those Liabilities otherwise disclosed in the Company’s Disclosure Schedule, and (iii) those Liabilities reflected on the Closing Balance Sheet, all of which were incurred by the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Reference Balance Sheet”), (b) liabilities and obligations incurred Sheet in the ordinary course of business since and consistent with past practices in an amount not to exceed Twenty-Five Thousand Dollars ($25,000) in the date aggregate (all such Liabilities other than: (w) all Taxes and fees payable for the period through and including the Closing Date with respect the Company’s failure to be qualified to conduct business in the States of the Company Balance SheetCalifornia and Connecticut, as well as all penalties and interest with respect thereto (collectively, “Foreign Business Tax Liabilities”), (cx) liabilities those Liabilities for Taxes payable for the Pre-Closing, including without limitation, Liabilities for Taxes (and obligations incurred any penalties or interest in connection therewith) in the States of California, New Jersey, Connecticut, Massachusetts and Missouri, (y) Tax withholding and any other Taxes and any penalties and interest payable in connection therewith payable to the State of California for the period through and including the Closing Date (“California Taxes”), and (z) all brokerage, finder’s, commitments or other fees or commissions in connection with this Agreement or the Merger or otherwise transactions contemplated hereby (“Broker’s Fees”); the foregoing being referred to collectively as contemplated or permitted by this Agreementthe “Assumed Liabilities”), (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would does not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 as of the Company Disclosure Scheduledate hereof, any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, liquidated or unliquidated, accrued, absolute, contingent or otherwise, and whether or not of a kind required by GAAP to be set forth on a financial statement.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries hasThe Companies have no Liabilities, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) except for (i) that would be required to be Liabilities reflected or reserved against in a consolidated balance sheet of on the Company and its consolidated Subsidiaries prepared in accordance with GAAPFinancial Statements, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations accounts payable incurred in the ordinary course of business since the date of the Company Balance Sheetlast balance sheet reflected in the Financial Statements, none of which are material in nature or exceed $25,000, (ciii) liabilities Liabilities under the Company Contracts, and obligations (iv) Liabilities incurred in connection with the Merger or otherwise negotiation of the Transaction Documents and the transactions contemplated thereby. Since the date of the latest audited financial statements included within the SEC Reports, except as contemplated or permitted by this Agreementspecifically disclosed in the SEC Reports, (di) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary there has been no event, occurrence or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations development that would not reasonably be expected to have, individually has had or that could result in the aggregate, a Company Material Adverse Effect, (ii) none of the Companies has incurred any liabilities (contingent or otherwise) other than (fA) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or obligations listed on Section 4.6 required to be disclosed in filings made with the Commission, (iii) none of the Companies has altered its method of accounting or the identity of its auditors, (iv) none of the Companies has declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) none of the Companies has issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company Disclosure Schedulestock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.

No Undisclosed Liabilities. Neither the (a) The Company nor does not have any of its Subsidiaries hasliabilities, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities obligations or obligations commitments of any nature (whether absolute, contingent, accrued, contingent, fixed contingent or otherwise) matured or unmatured (herein "LIABILITIES") except (i) that would be required to be Liabilities which are adequately reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or fully reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (bii) liabilities and obligations Liabilities which have been incurred in the ordinary course of business and consistent with past practice since the date of the Company Balance Sheet, (iii) Liabilities expressly disclosed in the Schedules hereto, and (iv) Liabilities arising under contracts or other agreements which because of the dollar amount involved are not required to be listed in Schedule 3.13 hereto (collectively, the "KNOWN LIABILITIES"). Without limiting the generality of the foregoing: (i) The Company does not have any liabilities, other than liabilities reflected on the Balance Sheet, related to the Company's customer contracts, including without limitation its contract with SCOR Vie (the "SCOR Contract"). The Company does not have any unperformed obligations under the SCOR Contract, other than minor maintenance obligations during the remaining eight years of the SCOR Contract. (ii) The Company does not have any obligations to make any refunds to IPB Pojist'ovna, with respect to the SCOR Contract. (b) Sellers have disclosed to the Purchaser that there is an unrecorded liability in an amount not to exceed U.S. $50,000 related to unreimbursed travel expenses for ▇▇▇▇▇▇▇▇. No adjustment to the purchase price or liability to the Sellers shall be made as a result of such unrecorded liability. (c) The Company does not have any liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected third parties with respect to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Scheduleany previously completed contracts.

No Undisclosed Liabilities. Neither There are no Liabilities of the Company nor or any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingentdetermined, accrued, contingent, fixed contingent or otherwiseotherwise and whether due or to become due) (i) that would be of the type required to be reflected or reserved against (x) disclosed in the liabilities column of a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP or (y) reflected, reserved against or expressly disclosed in any notes or schedules thereto prepared in accordance with GAAP, or except for (iia) in the case of any liabilities or obligations Liabilities that are not required to be reflected or reserved against in a on the audited consolidated balance sheet of the Company and its consolidated Subsidiaries prepared included in accordance with GAAPits Annual Report on Form 10-K for the fiscal year ended December 31, to the Company’s Knowledge2015 (including Liabilities reflected, exceptreserved against or expressly disclosed in any notes or schedules thereto), in each case, for (ab) liabilities or obligations Liabilities that are reflected or reserved against in on the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s its Quarterly Report on Form 10-Q for the quarterly period ended June 27September 30, 2015 2016 (including Liabilities reflected, reserved against or expressly disclosed in the any notes thereto (the “Company Balance Sheet”or schedules thereto), (bc) liabilities and obligations Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Company Balance SheetSeptember 30, (c) liabilities 2016 and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities that are not and obligations that would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of material to the Company Disclosure Scheduleand its Subsidiaries, taken as a whole, and (d) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

No Undisclosed Liabilities. Neither There are no material liabilities of the Company nor or any of its Subsidiaries hassubsidiaries of any kind whatsoever, since whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the date of the most recent Company's consolidated balance sheet as of the Company included in the Company SEC ReportsJanuary 31, incurred any liabilities or obligations of any nature (whether absolute2004, contingent, accrued, contingent, fixed or otherwise) (i) that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included disclosed in the Company’s 's Periodic Report on Form 10-K for the fiscal year ended January 31, 2004 and/or in the Company's Quarterly Report on Form 10-Q for the quarterly period fiscal quarter ended June 27May 1, 2015 or in the notes thereto (the “Company Balance Sheet”)2004, (biii) liabilities incurred on behalf of the Company in connection with this Agreement and obligations the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since the date of January 31, 2004, (v) other liabilities disclosed to Parent in the Company Balance SheetDisclosure Letter, (cvi) performance obligations under contracts filed as exhibits to the Company SEC Reports or entered into in the ordinary course of business consistent with past practice required in accordance with their terms or performance obligations required under any applicable law, ordinance or regulation of any Governmental Entity, in each case arising after January 31, 2004, and (vii) liabilities and or obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havethat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company. "Material Adverse Effect" means any effect that with respect to the Company or Parent (1) is both material and adverse to the financial condition, results of operations, assets or (f) liabilities or obligations listed on Section 4.6 business of the Company Disclosure Scheduleand its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, respectively, excluding any such effect resulting from or arising in connection with (A) changes or conditions generally affecting the retail industry and/or the sporting goods industry, (B) changes or conditions generally affecting the U.S. economy or financial markets, (C) increase or decrease in trading price or trading volume of the Company Common Shares, (D) reduction in revenues, cash flow or earnings, (E) changes or conditions arising by reason of this Agreement, the Merger and the other transactions contemplated by this Agreement, including the announcement of any of the foregoing, (F) commencement of a new war or material escalation of current wars, armed hostilities or terrorism directly or indirectly involving the United States or (G) the departure of employees of the Company; or (2) would materially impair the ability of the Company, with respect to any effect on the Company, or Parent or Purchaser, with respect to any effect on Parent, to consummate the transactions under this Agreement. "Aggregate MAE" means a Material Adverse Effect with respect to both the Company and Parent (including their respective subsidiaries), taken as a whole.

No Undisclosed Liabilities. Neither (a) Except as disclosed, reflected or reserved against in the Company nor any of its Subsidiaries has, since Financial Statements (or the date of the most recent consolidated balance sheet notes thereto) or as set forth in Section 3.7(a) of the Company included in Disclosure Letter, none of the Company SEC Reports, incurred Acquired Companies has any liabilities or obligations Liabilities of any nature (nature, whether absolute, contingent, or not accrued, contingent, fixed contingent or otherwise) (i) , that would be required by GAAP to be reflected or reserved against in a on an audited consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPCompany, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, except for (ai) liabilities or obligations reflected or reserved against in Liabilities incurred since the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred Sheet Date in the ordinary course of business business, (ii) Liabilities incurred since the date of the Company Balance Sheet, (c) liabilities and obligations incurred Sheet Date pursuant to or in connection with this Agreement or the Merger transactions contemplated hereby, or otherwise as contemplated or permitted by this Agreement, (diii) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations Liabilities that would are not reasonably be expected to havematerial, individually or in the aggregate, to the Acquired Companies, taken as a Company Material Adverse Effect, or (fwhole. Except as set forth in Section 3.7(b) liabilities or obligations listed on Section 4.6 of the Company Disclosure ScheduleLetter , none of the Acquired Companies is a party to, or has any commitment to become party to, any joint venture, off balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”)). (b) Except as set forth in Section 3.7(b) of the Company Disclosure Letter, none of the Acquired Companies has any Liabilities in connection with indemnification owed by the relevant Acquired Companies pursuant to any agreements governing former disposals of any business (whether by merger, sale of stock, sale of assets, or otherwise), including pursuant to representations and warranties or specific indemnification provisions provided for under such agreements.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations There are no Liabilities of any nature (whether absoluteCompany or Company Subsidiary of any kind whatsoever and no Management Shareholder, contingentSeller, accruedCompany or Company Subsidiary knows of any valid basis for the assertion of any such Liabilities, contingentand no existing condition, fixed situation or otherwise) (i) that would set of circumstances exists which could reasonably be required expected to be reflected or reserved against result in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPLiability, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for other than: (a) liabilities or obligations Liabilities adequately and expressly reflected or and reserved against for in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), Australasia Interim Financial Statements; (b) liabilities and obligations Liabilities incurred in the ordinary and usual course of business consistent with past practice since the date of the Company Balance SheetJune 30, 1998; (c) liabilities and obligations incurred Liabilities set forth in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (dSection 3.9(c) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedule; (d) Liabilities disclosed in other sections of the Company Disclosure Schedule in respect of representations and warranties set forth in other sections of this Article III or not required to be disclosed in other sections of the Company Disclosure Schedule by reason of materiality or other specifically identified exceptions or exclusions set forth in such representations and warranties; (e) Liabilities arising under (x) Contracts or Licenses listed or disclosed in other sections of the Company Disclosure Schedule in respect of representations or warranties set forth in other sections of this Article III or (y) Contracts or Licenses not required to be listed or described in other sections of the Company Disclosure Schedule in respect of such representations and warranties by reason of materiality or other specifically identified exceptions or exclusions set forth therein (other than Liabilities arising out of breaches or violations of such Contracts or Licenses); and (f) other Liabilities which, in any individual case, do not exceed US$500,000.

No Undisclosed Liabilities. Neither Absence of Changes. (a) Except as set forth on Schedule 2.8 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries hassubsidiaries has any debts, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent, accrued, contingent, fixed contingent or otherwise) (i) that would be required to be reflected on, or disclosed or reserved against in in, a consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries or in the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles consistently applied, except for (i) debts, liabilities and obligations that were so reserved on, or (ii) in the case of any liabilities disclosed or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPin, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries as of March 29, 1998 and the notes thereto, included in the Company’s Quarterly Report on Form 10-Q of the Company for the quarterly period quarter then ended June 27and (ii) debts, 2015 liabilities or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred arising in the ordinary course of business since the date March 29, 1998. (b) Except as set forth in Section 2.8 of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger Disclosure Schedule or otherwise as expressly contemplated or permitted by this Agreement, since March 29, 1998 there has not been: (di) liabilities owed by one wholly owned Company Subsidiary any damage, destruction or loss to another wholly owned Company Subsidiary any of the assets or liabilities owed by properties of the Company to or any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to haveof its subsidiaries that, individually or in the aggregate, has a Company Material Adverse EffectEffect on the Company; (ii) any declaration, setting aside or payment of any dividend or distribution or capital return in respect of any shares of the Company's capital stock or any redemption, purchase or other acquisition by the Company or any of its subsidiaries of any shares of the Company's capital stock; (fiii) liabilities any sale, assignment, transfer, lease or obligations listed on Section 4.6 other disposition or agreement to sell, assign, transfer, lease or otherwise dispose of any of the assets of the Company Disclosure Scheduleor any of its subsidiaries for consideration in the aggregate in excess of $500,000 or other than in the ordinary course of business; (iv) any acquisition (by merger, consolidation, or acquisition of stock or assets) by the Company or any of its subsidiaries of any corporation, partnership or other business organization or division thereof or any equity interest therein for consideration or any loans or advances to any people in excess of $50,000 in the aggregate; (v) any incurrence of or guarantee with respect to any indebtedness for borrowed money by the Company or any of its subsidiaries other than pursuant to the Company's existing credit facilities in the ordinary course of business; (vi) any material change in any method of accounting or accounting practice used by the Company or any of its subsidiaries, other than such changes required by a change in law or generally accepted accounting principles; (vii) any events with respect to the Company or its subsidiaries which, individually or in the aggregate, have or which would reasonably be expected to have, a Material Adverse Effect on the Company; (A) any employment, deferred compensation, severance or similar agreement entered into or amended by the Company or any of its subsidiaries and any employee, (B) any increase in the compensation payable or to become payable by it to any of its directors, officers or employees, (C) any increase in the coverage or benefits available under any vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers or employees or (D) severance pay arrangements made to, for or with such directors, officers or employees other than, in the case of (B) and (C) above, increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Company or any of its subsidiaries; (ix) revaluing in any material respect any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (x) any loan or advance made by the Company or any of its subsidiaries to any officer or director of the Company or any of its subsidiaries, other than loans and advances of the Company made in the ordinary course of business consistent with past practices; (xi) any material transaction with a Related Party (other than compensation for services rendered in the ordinary course of business); or (xii) any agreement to take any actions specified in this Section 2.8, except for this Agreement.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred has any liabilities or obligations of any nature (including as a result of COVID-19 or any COVID-19 Measures), whether accrued, absolute, contingent, accrued, contingent, fixed or otherwise) (i) that would be , known or unknown, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, except for liabilities or obligations (a) to the extent accrued or reserved against or otherwise expressly reflected or expressly provided for in a the audited consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPas at June 30, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries 2021 included in the Company’s Quarterly Annual Report on Form 10-Q for K filed by the quarterly period ended June 27Company with the SEC on August 25, 2015 2021 (without giving effect to any amendment thereto filed on or after the date hereof) (including in the notes thereto (the “Company Balance Sheet”thereto), (b) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, (c) incurred in its Ordinary Course of Business since June 30, 2021 (none of which is a liability resulting from a breach of contract, breach of warranty, tort, infringement or misappropriation), (d) set forth on Section 4.7 of the Company Disclosure Letter, or (e) that are not material to the Company and its Subsidiaries, taken as a whole. For purposes of this Agreement, “Ordinary Course of Business” means, with respect to any Person, the ordinary course of business since consistent with the applicable Person’s past custom and practice; provided that, actions taken (or omitted) reasonably and in good faith to respond to COVID-19 shall be deemed Ordinary Course of Business, so long as such actions (or omissions) are consistent with such Person’s actions (or omissions) taken prior to the date of the Company Balance Sheet, (c) liabilities and obligations incurred this Agreement in connection with the Merger or otherwise response to COVID-19 as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 4.7 of the Company Disclosure ScheduleLetter or expressly described in the Company SEC Documents).

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed or otherwisea) Except (i) that would be required as and only to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAPextent set forth on Schedule 4.9(a), or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company as and its consolidated Subsidiaries prepared in accordance with GAAP, only to the Company’s Knowledge, except, in each case, extent set forth on the Financial Statements and (iii) for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the June 30, 2005 consistent with past practice, no Subject Company Balance Sheethas any liabilities or obligations, (c) liabilities and obligations incurred in connection with the Merger whether absolute, accrued, contingent or otherwise as contemplated or permitted by this Agreementotherwise, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to havewould, individually or in the aggregate, be material to such Subject Company, the Purchased Assets or the Business, taken as a Company Material Adverse Effectwhole, and would be required to be recorded on a balance sheet prepared in accordance with IFRS. (b) Except as set forth on Schedule 4.9(b), the Subject Companies (A) have designed and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Amcor Australia in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and is accumulated and communicated to the Subject Companies' management as appropriate to allow timely decisions regarding required disclosure, and (fB) liabilities have disclosed, based on the most recent evaluation of Amcor Australia's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) prior to the date hereof, to the Subject Companies' auditors any fraud, whether or obligations listed on Section 4.6 not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company Disclosure ScheduleSubject Companies. (c) Except as set forth on Schedule 4.9(c), in connection with Amcor Australia's ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 Section 302 certification review for the year ended June 30, 2005 (i) there were no significant deficiencies or material weaknesses that remained unresolved as of June 30, 2005 in the design or operation of internal controls over financial reporting relating to any of the Subject Companies and (ii) there has not been any fraud identified or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Subject Companies' internal controls over financial reporting since July 1, 2002.

No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has, since the date of the most recent consolidated balance sheet of the Company included in the Company SEC Reports, incurred any (a) S▇▇▇▇▇▇ Canada has no liabilities or obligations of any nature (whether absolute, contingent, accrued, contingent, fixed determined, determinable or otherwise) (i) or obligations, in each case, of the type that would be required to be disclosed on a consolidated balance sheet of SCI (or the notes thereto) and there is no existing condition, situation or set of circumstances that could be reasonably expected to result in such a liability or obligation, except (i) liabilities or obligations fully reflected or reserved against in a consolidated SCI’s balance sheet as of December 31, 2005 (or the Company and its consolidated Subsidiaries prepared notes thereto), included in accordance with GAAPthe Financial Statements, or (ii) in the case of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP, to the Company’s Knowledge, except, in each case, for (a) liabilities or obligations reflected or reserved against disclosed in any Document filed after December 31, 2005 and prior to the consolidated balance sheet date of the Company and its consolidated Subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”)this Agreement, (biii) liabilities and obligations incurred since December 31, 2005 in the ordinary course of business since consistent with past practice, (iv) obligations arising pursuant to the date terms of the Company Balance Sheet, Contracts disclosed pursuant to Section 3.18 (cor not required to be so disclosed) or (v) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on S▇▇▇▇▇▇ Canada. (b) SCI has no liabilities (absolute, accrued, contingent, determined, determinable or otherwise) or obligations, in each case, of the type that would be required to be disclosed on a consolidated balance sheet of SCI (for the notes thereto) and there is no existing condition, situation or set of circumstances that could be reasonably expected to result in such a liability or obligation, except (i) liabilities or obligations listed on Section 4.6 fully reflected or reserved against in SCI’s balance sheet as of December 31, 2005 (or the Company Disclosure Schedulenotes thereto), included in the Financial Statements, (ii) liabilities or obligations disclosed in any Document filed after December 31, 2005 and prior to the date of this Agreement, (iii) liabilities or obligations which would not reasonably be expected to be $100,000 or more in the aggregate, or (iv) intercompany liabilities from time to time existing.

No Undisclosed Liabilities. Neither Except (i) as and to the Company nor any of its Subsidiaries has, since extent disclosed or reserved against on the date of the most recent unaudited consolidated balance sheet of CYTO as of the Company included CYTO Balance Sheet Date (the “CYTO Balance Sheet”); (ii) for Liabilities incurred after the CYTO Balance Sheet Date in the Company SEC Reportsordinary course of business consistent with past practice (in each case, incurred none of which results from, arises out of, relates to, is in nature of, or was caused by any liabilities breach of Contract, breach of warranty, tort, infringement or obligations violation of Law), (iii) arising out of or in connection with this Agreement or the Contemplated Transactions or (iv) as set forth in Section 3.7 of the CYTO Disclosure Letter, CYTO, together with its Subsidiaries, does not have any nature (whether absolute, contingent, accrued, contingent, fixed or otherwise) (i) Liabilities that would be required by GAAP to be reflected or reserved against in a consolidated balance sheet prepared in accordance with GAAP (or disclosed in the notes to such balance sheet) as of the Company date hereof or as of the Closing Date. The audited financial statements of CYTO, including the balance sheet, the consolidated statements of operations and its comprehensive income, the consolidated Subsidiaries statements of stockholders’ equity, the consolidated statements of cash flows and the notes to such financial statement, as of, and for the two years ended on, December 31, 2019 (the “CYTO Financial Statements”) were prepared in accordance with GAAP, or applied on a consistent basis throughout the periods covered (ii) except as may be indicated in the case notes to the CYTO Financial Statements) and fairly presents, in all material respects, the consolidated financial position of any liabilities or obligations that are not required to be reflected or reserved against in a consolidated balance sheet of the Company CYTO and its consolidated Subsidiaries as of the date thereof and the consolidated results of operations and cash flows of CYTO and its consolidated Subsidiaries for the period covered thereby. The unaudited financial statements of CYTO, including the CYTO Balance Sheet, the consolidated statements of operations and comprehensive income, the consolidated statements of stockholders’ equity, the consolidated statements of cash flows and the notes to such financial statement, as of, and for the six (6) months ended on, June 30, 2020 and 2019 were prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to the Company’s Knowledge, exceptsuch financial statements) and fairly presents, in each caseall material respects, for (a) liabilities or obligations reflected or reserved against in the consolidated balance sheet financial position of the Company CYTO and its consolidated Subsidiaries included in as of the Company’s Quarterly Report on Form 10-Q date thereof and the consolidated results of operations and cash flows of CYTO and its consolidated Subsidiaries for the quarterly period ended June 27, 2015 or in the notes thereto (the “Company Balance Sheet”), (b) liabilities and obligations incurred in the ordinary course of business since the date of the Company Balance Sheet, (c) liabilities and obligations incurred in connection with the Merger or otherwise as contemplated or permitted by this Agreement, (d) liabilities owed by one wholly owned Company Subsidiary to another wholly owned Company Subsidiary or liabilities owed by the Company to any wholly owned Company Subsidiary, (e) liabilities and obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (f) liabilities or obligations listed on Section 4.6 of the Company Disclosure Schedulecovered thereby.