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, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other 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. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP IFRS to be reflected on the consolidated balance sheet of the Company Parent and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Company Parent Balance Sheet or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business since the Company Parent Balance Sheet Date, (c) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company Parent or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company Parent SEC Documents.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company LM or any Transferor Subsidiary relating to the Businesses that constitute Assumed Liabilities or liabilities of its Subsidiaries any Access Graphics Foreign Subsidiary, in each case, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, otherwise other than than: (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet or in the notes thereto, Sheets; (b) liabilities (i) disclosed in Section II.10 of the Contribution Disclosure Schedule, (ii) related to any Contract disclosed in the Contribution Disclosure Schedule or obligations (iii) related to any Employee Plan or Benefit Arrangement disclosed in Section IV.02 of the Contribution Disclosure Schedule; (c) Environmental Liabilities; (d) liabilities incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities arising Date consistent with past practices and not in connection with violation of this Agreement or the transactions contemplated hereby or Exchange Agreement which in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that aggregate have not had had, and would may not reasonably be expected to have, individually or a Material Adverse Effect on the Businesses; and (e) liabilities other than those referred to in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act foregoing clauses (“Regulation S-K”a)-(d) that have not been so described in had, and may not reasonably be expected to have, a Material Adverse Effect on the Company SEC DocumentsBusinesses.

No Undisclosed Material Liabilities. There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, whether due or to become due, that would be required by GAAP to be reflected on the a consolidated balance sheet of (or disclosed in the Company and its Subsidiariesnotes thereto), other than than: (a) liabilities or obligations disclosed that are accrued or provided for reserved against in the Company Balance Sheet Sheet; (b) liabilities or obligations arising pursuant to this Agreement or incurred in connection with the Merger (including any Stockholder Litigation); (c) liabilities for performance of obligations of the Company or any of its Subsidiaries under Contracts binding upon the Company or its applicable Subsidiary (other than resulting from any breach, termination (excluding expiration in accordance with the terms of such Contracts) or acceleration of such Contracts) Made Available or entered into in the notes thereto, ordinary course of business following the date hereof (band not in breach of Section 6.01(s)); (d) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, ; or (ce) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that have not had and would not reasonably be expected to havebe material, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documentsand its Subsidiaries, taken as a whole.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or the Businesses that constitute Assumed Liabilities or liabilities of any of its Subsidiaries Access Graphics Foreign Subsidiary, in each case, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, other than than: (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet or in the notes thereto, Sheets; (b) liabilities (i) disclosed in Section I.09 of the Exchange Disclosure Schedule, (ii) related to any Contract disclosed in the Contribution Disclosure Schedule or obligations (iii) related to any Employee Plan or Benefit Arrangement disclosed in Section IV.02 of the Contribution Disclosure Schedule; (c) Environmental Liabilities; (d) liabilities incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities arising Date consistent with past practices and not in connection with violation of this Agreement or the transactions contemplated hereby or Contribution Agreement which in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that aggregate have not had had, and would may not reasonably be expected to have, individually a Material Adverse Effect on the Company or the Businesses; and (e) liabilities other than those referred to in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act foregoing clauses (“Regulation S-K”a)-(d) that have not been so described in had, and may not reasonably be expected to have, a Material Adverse Effect on the Company SEC Documentsor the Businesses.

No Undisclosed Material Liabilities. There are (i) no liabilities or obligations of the Company or any of its Subsidiaries Companies of any kind whatsoevernature, whether accrued, contingent, absolute, determinedfixed, determinable contingent or otherwise, that and whether due or to become due, that, in any such case, would be required by GAAP to be reflected on the a consolidated balance sheet of HoldCo (assuming Broker-Dealer were a wholly owned Subsidiary of HoldCo) and (ii) to the Company knowledge of Seller, no liabilities or obligations of the Companies of any nature, whether accrued, absolute, fixed, contingent or otherwise, and its Subsidiarieswhether due or to become due, that, in any such case, would not be required by GAAP to be reflected on a consolidated balance sheet of HoldCo (assuming Broker-Dealer were a wholly owned Subsidiary of HoldCo), in each case other than than: (a) liabilities or obligations disclosed or provided for in one of the Company Balance Sheet Sheets or disclosed in the notes thereto, ; (b) liabilities under any agreement or obligations instrument to which any of the Companies is a party as of the date hereof or to which any Company becomes a party or any Company enters into subsequent to the date hereof in compliance with Section 5.01 (in each case, other than liabilities resulting from a breach or default by any of the Companies thereunder); (c) liabilities incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date, (c) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or ; or (d) other liabilities or obligations that have not had and would not reasonably be expected to havewhich, individually or in the aggregate, would not have a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

No Undisclosed Material Liabilities. 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” (as defined in Item 303(a) of Regulation S-K of the SEC). There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determineddetermined or determinable, determinable and there is no existing condition, situation or otherwise, set of circumstances that would could reasonably be required by GAAP expected to be reflected on the consolidated balance sheet of the Company and its Subsidiariesresult in such a liability or obligation, other than than: (a) liabilities or obligations disclosed or and provided for in the Company Balance Sheet or disclosed in the notes thereto, ; (b) liabilities or obligations incurred under this Agreement or in connection with the transactions contemplated hereby; and (c) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities arising consistent with past practice in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations amounts that have not had and would not reasonably be expected to have, individually or in the aggregate, aggregate to have a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

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 determinable, due or to become due or otherwise, that which would be required by GAAP to be reflected on or reserved against a consolidated balance sheet of the Company prepared in accordance with GAAP, other than: (i) liabilities or obligations disclosed or reserved for in the unaudited consolidated balance sheet of the Company and its SubsidiariesSubsidiaries as of June 30, other than (a) liabilities or obligations disclosed or provided for 2021 included in the Company Balance Sheet 10-Q or in the notes thereto, ; (bii) liabilities or obligations incurred in the ordinary course of business since June 30, 2021, none of which are material to the Company Balance Sheet Date, Company; (ciii) liabilities or obligations arising in connection with the transactions contemplated hereby out of or in connection with this Agreement and the transactions contemplated hereby, (iv) for performance of obligations under Contracts binding on the part of the Company or any of its Subsidiaries (except pursuant to the extent such terms of any Contract (other than liabilities arose or resulted from a breach or a default of such Contractobligations due to breaches thereunder), and (v) or (d) other 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. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

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, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, other than than (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other 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. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

No Undisclosed Material Liabilities. There are no liabilities or obligations of any of the Company or any of its Subsidiaries Compressco Entities of any kind whatsoever(whether accrued or fixed, whether accrued, absolute or contingent, absolutematured or unmatured, determined, determined or determinable or otherwise, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries), other than than: (a) in the case of any MLP Entity, liabilities disclosed, reflected, reserved against or obligations disclosed or otherwise provided for in the Company MLP Balance Sheet or disclosed in the notes thereto, ; (b) liabilities which, if known, would not be required under GAAP to be shown on the MLP Balance Sheet or obligations disclosed in the notes thereto; (c) liabilities disclosed on Schedule 3.12(c) of the Disclosure Schedules; (d) liabilities incurred in the ordinary course of business since the Company MLP Balance Sheet Date; or (e) in the case of any MLP Entity, (c) other undisclosed liabilities arising in connection with the transactions contemplated hereby which, individually or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that have not had and aggregate, would not reasonably be expected to have, individually or in the aggregate, a Company an MLP Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documents.

No Undisclosed Material Liabilities. There Except for (i) those liabilities that are no liabilities reflected or obligations of the Company or any of its Subsidiaries of any kind whatsoeverreserved for, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet case of Parent, in the Parent Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC prior to the date of this Agreement, or in the notes theretocase of the Company, in the English version of the Company’s Consolidated Financial Statements for the year ended December 31, 2008, as posted prior to the date of this Agreement on the investor relations portion of the Company’s website at ▇▇▇.▇▇▇▇▇-▇▇.▇▇▇, (bii) liabilities or and obligations incurred pursuant to this Agreement, (iii) liabilities incurred since December 31, 2008 in the ordinary course of business since consistent with past practice (including claims and any related litigation or arbitration arising in the Company Balance Sheet Date, ordinary course of business under Policies or Reinsurance Agreements) and (civ) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that which have not had been and would not reasonably be expected to be material to it and its Subsidiaries, taken as a whole, it and its Subsidiaries do not have, individually and since December 31, 2008, have not incurred, any liabilities or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements obligations of any type pursuant to any off-balance sheet arrangement nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be disclosed pursuant reflected in its financial statements in accordance with IFRS or GAAP, as applicable). Nothing in this Section or any other Section hereof shall constitute a representation or warranty with respect to Item 303(a)(4) the calculation, establishment, adequacy or sufficiency of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company SEC Documentsits or its Subsidiaries’ insurance technical reserves.

No Undisclosed Material Liabilities. (a) 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, that would be required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries, other than than: (ai) liabilities or obligations disclosed or and provided for in the Company Balance Sheet (or in the notes thereto, ); (bii) liabilities not required under GAAP to be disclosed and provided for in a consolidated balance sheet of the Company; (iii) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet DateDate (none of which arises from any breach of contract, tort, misappropriation or violation of Applicable Law); (civ) liabilities arising or obligations incurred in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries and (except to the extent such liabilities arose or resulted from a breach or a default of such Contractv) or (d) other liabilities or obligations that have not had and which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. . (b) As of the date of this Agreementhereof, other than any obligations under the Selected Purchase Agreements, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) 303 of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described disclosed in the Company SEC Documents. (c) Neither the Company nor any of its Subsidiaries owns or invests in, or has ever owned or invested in, any digital representation of value or rights which may be transferred and stored electronically, using distributed ledger or similar technology, including cryptocurrencies, security tokens or non-fungible tokens.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP IFRS to be reflected on the consolidated balance sheet of the Company Parent and its Subsidiaries, other than than (a) liabilities or obligations disclosed or provided for in the Company Parent Balance Sheet or in the notes thereto, (b) liabilities or obligations incurred in the ordinary course of business since the Company Parent Balance Sheet Date, (c) liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company Parent or any of its Subsidiaries (except to the extent such liabilities arose or resulted from a breach or a default of such Contract) or (d) other liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. As of the date of this Agreement, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described in the Company Parent SEC Documents.

No Undisclosed Material Liabilities. (a) 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, that would be otherwise (whether or not required by GAAP to be reflected in the financial statements in accordance with GAAP) (each a “Liability”), other than: (i) Liabilities listed on the consolidated balance sheet Schedule 4.14 of the Company Disclosure Schedule, (ii) Liabilities disclosed and its Subsidiaries, other than (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet (or in the notes thereto, ); (biii) liabilities or obligations Liabilities not required under GAAP to be disclosed and provided for in a consolidated balance sheet of the Company; (iv) Liabilities incurred in the ordinary course of business since the Company Balance Sheet DateDate (none of which arises from any breach of contract, tort, misappropriation or violation of applicable law); (cv) liabilities arising Liabilities incurred in connection with the transactions contemplated hereby or in connection with obligations under Contracts binding on the Company or any of its Subsidiaries and (except to the extent such liabilities arose or resulted from a breach or a default of such Contractvi) or (d) other liabilities or obligations that have not had and Liabilities which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. . (b) As of the date of this Agreementhereof, there are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) 303 of Regulation S-K promulgated under the 1933 Act (“Regulation S-K”) that have not been so described disclosed in the Company SEC Documents.