Common use of No Undisclosed Material Liabilities Clause in Contracts

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations disclosed, reflected, reserved against or otherwise to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto; ); (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (d) liabilities or obligations that which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, known, unknown, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, disclosed and reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of or in connection with this Agreement or and the transactions contemplated hereby; and , and (div) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Company Balance Sheet or in the notes theretoFiled SEC Documents; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Datepractices; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (d) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and hereby or (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, (whether accrued or not accrued, contingent, absolute, determined, determinable contingent or otherwise), other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether accrued, absolute, determined or contingent, absolute, determined, determinable or otherwise, other than: except for (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the balance sheets included in the Company Balance Sheet Financial Statements (or in the notes thereto; ) filed and publicly available prior to the date of this Agreement, (bii) liabilities or obligations incurred in accordance with or in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; practice, and (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (div) liabilities or obligations that have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of any nature of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, whether due or to become due, required under GAAP to be set forth on a consolidated balance sheet other than: than (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; thereto (bii) liabilities or obligations incurred since the Company Balance Sheet Date in the ordinary course of business consistent or in connection with past practices since the Company Balance Sheet Date; (c) liabilities negotiation, execution, delivery or obligations arising out performance of this Agreement or consummation of the transactions contemplated hereby; and , and (diii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or disclosed in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of under this Agreement or in connection with the transactions contemplated hereby; and (dc) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or disclosed in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of under this Agreement or in connection with the transactions contemplated hereby; and (dc) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practice that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices in all material respects since the Company Balance Sheet Date; Date or arising or incurred in connection with or contemplated by this Agreement; and (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (diii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever(whether absolute, whether accrued, contingent, absolute, determined, determinable contingent or otherwise, and whether due or to become due), other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Company Balance Sheet or in the notes theretothereto or in any of the Company SEC Documents filed prior to the date hereof; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; (c) liabilities or obligations arising out of under this Agreement or the transactions contemplated herebyAgreement; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable absolute or otherwise, otherwise other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of that were incurred under this Agreement or in connection with the transactions contemplated hereby; and and (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of under this Agreement or in connection with the transactions contemplated hereby; and (diii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company; and (iv) liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations disclosed, reflected, reflected or reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; Sheet; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (d) liabilities or obligations that would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole.

No Undisclosed Material Liabilities. There are no liabilities or obligations of any nature of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, whether due or to become due, and whether or not required under GAAP to be set forth on a consolidated balance sheet other than: than (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; thereto (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (c) liabilities Date in the ordinary case of business in connection with the negotiation, execution, delivery or obligations arising out performance of this Agreement or consummation of the transactions contemplated hereby; and , and (diii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations disclosed, reflected, reflected or reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; Sheet; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or disclosed in the notes thereto; ; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices Ordinary Course since the Company Balance Sheet Date; ; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated herebyhereby or disclosed in Section 3.10 of the Company Disclosure Schedule or otherwise taken into account in the calculation of the Estimated Merger Consideration; and and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries Company Subsidiary of any kind whatsoevernature, whether accrued, contingent, absolute, determined, determinable determined or otherwisedeterminable, other than: than (ai) liabilities or obligations disclosed, reflecteddisclosed on, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; Date which have not had or would not reasonably be expected to have a material and adverse effect on the Company or any Company Subsidiary; (ciii) liabilities or obligations arising out of incurred under this Agreement or in connection with the transactions contemplated hereby; and hereby and (div) liabilities or obligations that would not have or would reasonably be expected not to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Company Balance Sheet or in the notes thereto; thereto or in the Company Filings filed since January 1, 2006 and prior to the date hereof; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; December 31, 2006; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (div) liabilities or obligations that have not had and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations as and to the extent specifically disclosed, reflected, reflected or reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; Sheet; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; Date (cother than any liability for any breaches of Contracts); (iii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations that are not be required to be reflected or reserved against in the Company Balance Sheet under GAAP and (v) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Company Balance Sheet or in the notes thereto; SEC Documents; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations arising out under Contracts to which the Company or any of this Agreement its Subsidiaries is a party; (d) liabilities or obligations incurred in connection with the transactions contemplated herebyby this Agreement (including the Merger); and and (de) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, reflected or reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; Sheet; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and and (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations ob- ligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent con- sistent with past practices since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed, reflected, reflected or reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; Sheet; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices practice since the Company Balance Sheet Date; ; (ciii) liabilities or obligations arising out of incurred under this Agreement or in connection with the transactions contemplated hereby; and (div) liabilities or obligations that would not be required to be reflected or reserved against in the Company Balance Sheet under GAAP and (v) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.