Absence of Undisclosed. Liabilities. Except as disclosed on Schedule 3.5 and to the extent reflected or reserved against in Parent's balance sheet as of April 30, 1999, Parent did not have at that date any liabilities or obligations (secured, unsecured, contingent or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles ("Liabilities").
Absence of Undisclosed. LIABILITIES Except as reflected in the Financial Statements of Repap USA and except as set forth in the Disclosure Documents, neither Repap USA nor any of the Subsidiaries has any liabilities or obligations of any nature, whether absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, including any liability for Taxes (collectively, "Liabilities"), which, either individually or in the aggregate, are material to Repap USA and the Subsidiaries taken as a whole, in excess of the Liabilities reflected or reserved against in the Financial Statements, except those incurred in the ordinary course of business and consistent with past practice since December 31, 1996. 3.8 NO CONFLICT Subject to the receipt of the regulatory approvals referred to in this Agreement or the approvals set forth on Schedule 3.4 and Schedule 3.8, the execution and delivery of this Agreement by Repap does not, and the performance of this Agreement by Repap and the consummation by it of the transactions contemplated by this Agreement shall not: (a) conflict with or violate the articles or by-laws or equivalent organizational documents of Repap, Repap USA or any of the Subsidiaries; (b) conflict with or violate any law, rule, regulation, permit, order, judgment or decree applicable to Repap, Repap USA or any of the Subsidiaries or by which any of their respective properties is bound or affected, the conflict with which or violation of which would have a Material Adverse Effect or would prohibit or materially delay Repap's ability to perform its obligations under this Agreement; or (c) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of Repap, Repap USA or any of the Subsidiaries pursuant to, any note, bond, mortgage, indenture, A-3 28 contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Repap, Repap USA or any of the Subsidiaries is a party or by which Repap, Repap USA or any of the Subsidiaries or any of their respective properties is bound or affected, which, in any such case, would have a Material Adverse Effect or would prohibit or materially delay Repap's ability to perform its obligations under this Agreement. 3.9
Absence of Undisclosed. Liabilities. Except as and to the ----------------------------------- extent reflected or reserved against in the Recent Financial Statements, or otherwise described in Schedule 20.6 hereto, and except for liabilities ------------- occurring in the ordinary course of business subsequent to June 30, 1997, AATBS has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, including, without limitation, any liabilities for federal or state taxes in respect of or measured by income or for a federal, state or local environmental law or ordinance violation.
Absence of Undisclosed. Liabilities Except as described in the most recent of the OCG SEC Reports, neither OCG nor any of its Subsidiaries has incurred any material liabilities or obligations of any nature (contingent or otherwise). As of the Closing Date, and after giving effect to the Spin-off and the Exchange, OCG shall have no assets and no Liabilities or other obligations other than its obligation to pay the dividend of PSI shares as part of the Spin-off and other obligations under this Agreement.
Absence of Undisclosed. Liabilities. Except as and to the extent reflected or reserved against in the Seller's Balance Sheet, the Seller has no liabilities or obligations (whether accrued, absolute, contingent or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted; accounting principals, including, without limitation, any tax liabilities due or to become clue and whether (i) incurred in respect of or measured by the Seller's income for any period prior to the closing of business on April 29, 1998,
Absence of Undisclosed. Liabilities Except for matters relating to the transactions contemplated by this Agreement, or provided for or reserved against in the Financial Statements, there are no liabilities or financial obligations of any of the Companies in the aggregate (including any and all contingent liabilities) that are required to be reflected on a balance sheet prepared in accordance with applicable accounting regulations and requirements.
Absence of Undisclosed. LIABILITIES Except for (x) liabilities disclosed in the Chancellor SEC Documents, (y) current liabilities incurred by Chancellor and its subsidiaries in the ordinary course of business consistent with past practices since the date of the most recent consolidated balance sheet of Chancellor set forth in Chancellor's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with the SEC, and (z) liabilities contemplated by this Agreement or disclosed in the Chancellor Disclosure Letter, Chancellor and its subsidiaries do not have any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) (i) required by GAAP to be reflected on a consolidated balance sheet of Chancellor and its consolidated subsidiaries or in the notes, exhibits or schedules thereto or (ii) which reasonably could be expected to have a Chancellor Material Adverse Effect.
