5Undisclosed Liabilities Clause Samples
5Undisclosed Liabilities. Except as set forth in Disclosure Schedule 3.5, the Corporation has no Liabilities except those that:
(a) are adequately reflected or reserved against in the Interim Financial Statements; and
(b) have been incurred in the Ordinary Course since the date of the Interim Financial Statements and that are not, individually or in the aggregate, material in amount.
5Undisclosed Liabilities. 10.1 The Target has no material Liabilities other than (a) as disclosed in, set forth on, or reflected or reserved against in the Balance Sheet including the notes thereto, (b) those incurred in the Ordinary Course of Business since the Balance Sheet Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by, any breach of contract, breach of warranty, tort, infringement or violation of law), (c) those included in the Closing Date Working Capital, Closing Date Transaction Expenses or Closing Date Indebtedness, and (d) those that will be repaid, terminated, forgiven, settled, cancelled or otherwise extinguished at Closing pursuant to the express terms of this Agreement.