Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or specifically reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements Balance Sheet; (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business since the Balance Sheet Date; (c) ordinary course executory trade obligations to perform after the date hereof any contracts entered into on or prior to the date hereof; and (d) which are set forth in Section 3.07 of the Disclosure Schedules.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6in Section 3.07 of the Disclosure Schedules, the Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent Company’s balance sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments Liability of a type the nature required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are GAAP that is not adequately reflected or reserved against provided for in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheetBalance Sheet, the “Balance Sheet Date”); and (ii) those which except Liabilities that have been incurred in the ordinary course of business Ordinary Course since the Balance Sheet DateDate and which are not material in amount and except as set forth in Section 3.5(D) of the Disclosure Schedules.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments does not have any Liabilities of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except except: (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); , and (ii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and which have not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the No Company has no liabilities, any Liabilities (including without limitation any minimum purchasing obligations or commitments which have not been fulfilled) of a type required to be reflected nature that would appear on a balance sheet prepared in accordance with GAAP, except those Liabilities: (ia) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in on the Interim Financial Statements Balance Sheet; (the b) incurred since such date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since consistent with past practice, which are of the Balance Sheet Datesame general nature and amount with past practice; or (c) incurred in connection with this Agreement.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type does not have any Liabilities required to be reflected on a balance sheet prepared in accordance with GAAP, except the Company Balance Sheet under GAAP other than (i) those which are set forth or adequately reflected or reserved against in the most recent balance sheet of provided for on the Company included in the Interim Financial Statements (the date of such balance sheetBalance Sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business Ordinary Course since the Company Balance Sheet Date, (iii) those arising out of the Material Contracts that do not result from any breach of Contract or warranty and (iv) those incurred pursuant to or in connection with the execution, delivery or performance of this Agreement and the Transactions.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type Liabilities required to be reflected set forth on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected for Liabilities specifically reflected, disclosed or reserved against in the most recent balance sheet Transaction Balance Sheet or specifically disclosed in the notes thereto as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Transaction Balance Sheet Date”); and , (iib) those which have been for Liabilities incurred after the Transaction Balance Sheet Date in the ordinary course of business since consistent with past practice and (c) as set forth in Section 3.7 of the Balance Sheet DateSeller Disclosure Schedule.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has and its Subsidiaries have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments Liabilities of a the type required to be reflected on a balance sheet of the Company prepared in accordance with GAAP, except for those (i) those which are adequately Liabilities reflected in or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheetStatements, the “Balance Sheet Date”); and (ii) those which have been Liabilities incurred after the Latest Balance Sheet Date in the Ordinary Course of Business, (iii) reflected in the Disclosure Schedules, or (iv) arising under or incurred in connection with this Agreement or the ordinary course of business since the Balance Sheet Datetransactions contemplated hereby.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately disclosed, reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”)Statements; and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Datedate of the Interim Company Financial Statements and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6To the Knowledge of Seller, the Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has and its Subsidiaries have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet as of the Company included in the Interim Financial Statements September 31, 2022 (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments Liabilities of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which that are adequately reflected or reserved against in the most recent balance sheet Interim Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); Date and (iib) those which that have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date, all of which are reflected in Closing Working Capital as finally determined in accordance with Section 2.03.

Undisclosed Liabilities. Except as set forth on Schedule 3.6As of the Balance Sheet Date, the Company has had no liabilities, obligations or commitments related to the Business of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the Each Group Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the None of Company or any of its Subsidiaries has no any liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the Company has no liabilities, obligations obligations, or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAPGAAP (collectively, except "Liabilities"), except: (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments Liabilities of a the type required to be reflected on disclosed in a balance sheet prepared in accordance with GAAP, except GAAP other than: (i) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Reference Balance Sheet Date”)and which are not material in amount; and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Reference Date; and (iii) those set forth on Section 7.06 of the Disclosure Schedules.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilitiesLiabilities, obligations whether accrued, absolute, contingent or commitments of a type otherwise that would be required to be reflected on a balance sheet prepared in accordance with GAAP, consistently applied, except (ia) those which are adequately to the extent specifically reflected or adequately reserved against for in the most recent balance sheet Company Balance Sheet, (b) Liabilities incurred in the normal and Ordinary Course of Business of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date, or (c) liabilities or obligations disclosed in Schedule 5.23 hereto.

Undisclosed Liabilities. Except as set forth on Schedule 3.6To Seller’s knowledge, the Company has no liabilities, obligations obligations, or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except except: (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations obligations, indebtedness or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”)Statements; and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date.date of the Company Financial Statements and which are not material in amount; and

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAPgenerally accepted accounting principles,, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6Section 4.06 of the Disclosure Schedule, the Company has no liabilities, obligations or commitments Liabilities of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); , and (iib) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”)Statements; and (iib) those which have been incurred in the ordinary course of business since the date of the Latest Balance Sheet Dateand which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type Liabilities with respect to the Business required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which that are adequately reflected or reserved against in the most recent balance sheet Last Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Last Balance Sheet Date”); and , (iib) those which that have been incurred in the ordinary course of business consistent with past practice since the Last Balance Sheet DateDate and that are not, individually or in the aggregate, material in amount, and (c) those set forth on Schedule 4.6 of the Disclosure Letter.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a any type required to be reflected on a balance sheet prepared in accordance with GAAPthe Accounting Methods (“Liabilities”), except (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); , and (iib) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and which are not, individually or in the aggregate, material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (ia) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (iib) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.

Undisclosed Liabilities. Except as set forth on Schedule 3.6, the The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAPgenerally accepted accounting principles, except (i) those which are adequately reflected or reserved against in the most recent balance sheet Balance Sheet as of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet DateDate and which are not material in amount.