Common use of Absence of Certain Changes; No Undisclosed Liabilities Clause in Contracts

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a) of the Parent Disclosure Letter, since the Parent Balance Sheet Date through the date of this Agreement, (i) Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, and (ii) there has not been any Parent Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b) of the Parent Disclosure Letter, from the Parent Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's consent, would constitute a breach of Section 6.2(b). (c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date, and (iv) liabilities which are not, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Neither Parent nor its Subsidiaries is a party to, nor does Parent or its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent 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 of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parent.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a) of the Parent Disclosure Letter, since Since the Parent Balance Sheet Date through the date of this AgreementDate, (i) Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, business and (ii) there has not been any Parent Material Adverse Effect. (b) Other than as expressly required by this Agreement or as set forth on in Section 5.11(b6.12(b) of the Parent Disclosure Letter, from the Parent Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries or event that that, had such action occurred after the date of this Agreement without the Company's Sellers’ Representative’s consent, would constitute a breach of Section 6.2(b)7.1 or Section 7.2. (c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there There are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Vessel is entered)whatsoever, whether accrued, contingent, known or unknown, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date, Date and (iv) liabilities which are not, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole, (iii) liabilities incurred in connection with the Transactions, and (iv) liabilities that would not have a Parent Material Adverse Effect. Neither Parent nor its Subsidiaries is a party to, nor does Parent or its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent Parent, 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"offany off-balance sheet arrangements" arrangements (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ParentParent in the Parent SEC Documents.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a4.11(a ) of the Parent Company Disclosure Letter, since the Parent Company Balance Sheet Date through the date of this Agreement, (i) Parent the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, business and (ii) there has not been any Parent a Company Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b4.11(b) of the Parent Company Disclosure Letter, from the Parent Company Balance Sheet Date until the date hereof, there has not been any action taken by Parent the Company or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the CompanyParent's consent, would constitute a breach of clauses (i), (ii), (iv), (viii), (x), (xii), (xiii), (xiv) or (xvii) of Section 6.2(b6.1(b). (c) Except as set forth on Section 5.11(c4.11(c ) of the Parent Company Disclosure Letter, there are no liabilities of Parent the Company or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Company Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Company Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Company Balance Sheet Date, and (iv) liabilities which are not, individually or in the aggregate, material to Parent the Company and its Subsidiaries, taken as a whole. Neither Parent the Company nor any of its Subsidiaries is a party to, nor does Parent do the Company or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person Person, on the other hand, or any"off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parentthe Company.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a4.11(a) of the Parent Company Disclosure Letter, since the Parent Company Balance Sheet Date through the date of this Agreement, (i) Parent the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, business and (ii) there has not been any Parent a Company Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b4.11(b) of the Parent Company Disclosure Letter, from the Parent Company Balance Sheet Date until the date hereof, there has not been any action taken by Parent the Company or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's Parent’s consent, would constitute a breach of clauses (i), (ii), (iv), (viii), (x), (xii), (xiii), (xiv) or (xvii) of Section 6.2(b6.1(b). (c) Except as set forth on Section 5.11(c4.11(c) of the Parent Company Disclosure Letter, there are no liabilities of Parent the Company or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Company Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Company Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Company Balance Sheet Date, and (iv) liabilities which are not, individually or in the aggregate, material to Parent the Company and its Subsidiaries, taken as a whole. Neither Parent the Company nor any of its Subsidiaries is a party to, nor does Parent do the Company or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person Person, on the other hand, or any"offany “off-balance sheet arrangements" ” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parentthe Company.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a4.11(a) of the Parent Company Disclosure Letter, (i) since the Parent Company Balance Sheet Date through the date of this Agreement, (i) Parent the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, business and (ii) since the Company Balance Sheet Date, there has not been any Parent a Company Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b4.11(b) of the Parent Company Disclosure Letter, from the Parent Company Balance Sheet Date until the date hereof, there has not been any action taken by Parent the Company or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's Parent’s consent, would constitute a breach of clauses (ii), (iv), (v), (viii), (x), (xii), (xiii), (xiv) or (xvi) of Section 6.2(b6.1(b). (c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there There are no liabilities of Parent the Company or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Company Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Company Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Company Balance Sheet Date, (iii) liabilities or obligations arising out of this Agreement or the Transactions and (iv) liabilities which are not, individually or in the aggregate, material to Parent the Company and its Subsidiaries, taken as a whole. Neither Parent the Company nor any of its Subsidiaries is a party to, nor does Parent do the Company or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person Person, on the other hand, or any"offany “off-balance sheet arrangements" ” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parentthe Company.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a) of the Parent Disclosure Letter, since the Parent Balance Sheet Date through the date of this Agreement, (i) Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, and (ii) there has not been any Parent Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b) of the Parent Disclosure Letter, from the Parent Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's ’s consent, would constitute a breach of Section 6.2(b). (c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Vessel is entered), whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date, and (iv) liabilities which are not, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Neither Parent nor its Subsidiaries is a party to, nor does Parent or its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent 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"offany “off-balance sheet arrangements" ” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Parent.

Absence of Certain Changes; No Undisclosed Liabilities. (a) Except as set forth on Section 5.11(a) of the Parent Disclosure Letter, (i) since the Parent Balance Sheet Date through the date of this Agreement, (i) Parent and its Subsidiaries have conducted their respective businesses only in the ordinary course of business, business and (ii) since the Parent Balance Sheet Date, there has not been any Parent Material Adverse Effect. (b) Other than as expressly required by this Agreement or set forth on Section 5.11(b) of the Parent Disclosure Letter, from the Parent Balance Sheet Date until the date hereof, there has not been any action taken by Parent or any of its Subsidiaries or event that had such action occurred after the date of this Agreement without the Company's ’s consent, would constitute a breach of clauses (iii), (iv) or (v) of Section 6.2(b). (c) Except as set forth on Section 5.11(c) of the Parent Disclosure Letter, there are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever (including in connection with any pool in which a Parent Vessel is entered), whether accrued, contingent, known or unknown, absolute, determined, determinable or otherwise, other than: (i) liabilities disclosed and provided for in the Parent Balance Sheet or in the notes thereto, (ii) liabilities and obligations arising out of this Agreement or the Transactions, (iii) liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date, (iii) liabilities or obligations arising out of this Agreement or the Transactions and (iv) liabilities which are not, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. Neither Parent nor its Subsidiaries is a party to, nor does Parent or its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between Parent 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"offany off-balance sheet arrangements" arrangements (as defined in Item 303(a) of Regulation S-K of the SEC)), where the results, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, ParentParent in the Parent SEC Documents.