Common use of Absence of Undisclosed Liabilities and Changes Clause in Contracts

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the Orthodontic Entity, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the Orthodontic Entity; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by the Orthodontic Entity other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity Xx. Xxxxx had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of Xx. Xxxxx or the Orthodontic EntityPractice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to Xx. Xxxxx or the Orthodontic EntityPractice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by Xx. Xxxxx relating to the Orthodontic Entity Practice other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except (i) liabilities stated or adequately reserved against on the Financial Statement, and (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity or the MSO which has not been specifically disclosed herein in the Financial Statement or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the Orthodontic EntityEntity or the MSO, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the Orthodontic EntityEntity or the MSO; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closinghereof; or (iii) any obligation or liability incurred by the Orthodontic Entity or the MSO other than obligations and liabilities not in excess of $5,000 incurred in the ordinary course of business and disclosed on business. (c) Except as described in Exhibit X attached to this Schedule, there are no accounts payable of the Orthodontic Entity (not including payroll, "Accounts Payable") that accrued prior to the commencement date of the Agreement), and which were unpaid as of such date. Said Exhibit X further sets forth the Accounts Payable of the Orthodontic Entity for the last 12 months prior to the end of the month immediately preceding the commencement date of the Agreement.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due), except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statementbusiness, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the Orthodontic Entity, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the Orthodontic Entity; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the PropertyProperty of the Orthodontic Entity or the Interests of the MSO, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by the Orthodontic Entity other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, neither Dr. Villa nor the Orthodontic Entity PC had no any liabilities of any naturexxxxxx, whether xhether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statementbusiness, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein in the Financial Statement or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the PC or the Orthodontic EntityPractice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the PC or the Orthodontic EntityPractice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or will remain in existence at the time of Closing; or (iii) any obligation or liability incurred by Dr. Villa or the PC relating to the Orthodontic Entity Xxxxxxxx other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity Xx. Xxxxxxx had no liabilities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of Xx. Xxxxxxx or the Orthodontic EntityPractice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to Xx. Xxxxxxx or the Orthodontic EntityPractice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by Xx. Xxxxxxx relating to the Orthodontic Entity Practice other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, neither Dr. Beazley nor the Orthodontic Entity PC had no any liabilities of any naturexxxxxx, whether xxether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statementbusiness, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein in the Financial Statement or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the PC or the Orthodontic EntityPractice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the PC or the Orthodontic EntityPractice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closinghereof; or (iii) any obligation or liability incurred by Dr. Beazley or the Orthodontic Entity other PC relating to the Orthodontix Xxxxxxxx xther than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule. (c) Except as described in Exhibit X to this Schedule, there are no accounts payable of the PC (not including payroll, "Accounts Payable") that accrued prior to the date hereof and which are unpaid as of such date.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, to the Orthodontic Entity best knowledge of Dr. Levin, The PC had no liabilities lixxxxxxxxx of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There To the best knowledge of Dr. Levin there is no fact which materially whxxx xxxxrially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of the Orthodontic EntityPractice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to the Orthodontic EntityPractice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by the Orthodontic Entity The PC or by Dr. Levin relating to thx Xxxxxxxntic Practice other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity Dr. Gray had no liabilities of any nature, whether accruedwhethex xxxxxxd, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Endodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Endodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of Dr. Gray or the Orthodontic EntityEndodontic Practice, which change by itself xx xxxxlf or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to Dr. Gray or the Orthodontic EntityEndodontic Practice; (iixx) any xxx mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by Dr. Gray relating to the Orthodontic Entity other than obligations Endodontic Practice othex xxxx xbligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, the Orthodontic Entity Dr. Longworth had no liabilities of any nature, whether accruedwxxxxxx xxxxxxd, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Orthodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of Dr. Longworth or the Orthodontic EntityPractice, which change by itself xxxxxx xx xxxelf or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to Dr. Longworth or the Orthodontic EntityPractice; (iixx) any xxy mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by Dr. Longworth relating to the Orthodontic Entity other than Practicx xxxxx xxxx obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.

Absence of Undisclosed Liabilities and Changes. (a) As of the date of the Financial Statement, to the Orthodontic Entity had best knowledge of Dr. Holt, Dr. Xxxx xxx no liabilities xxxxxxities of any nature, whether accrued, absolute, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due)) relating to the Endodontic Practice, except (i) liabilities stated or adequately reserved against on the Financial Statement, (ii) liabilities not in excess of $5,000 arising in the ordinary course of business since the date of the Financial Statement, and (iii) liabilities disclosed in Exhibit X to this Schedule. There is no fact To the best knowledge of Dr. Holt there xx xx xxct which materially adversely affects, or may in the future (so far as can now be reasonably foreseen) materially adversely affect, the business, properties, operations or condition of the Orthodontic Entity Endodontic Practice which has not been specifically disclosed herein or in Exhibit X to this Schedule. (b) Except as disclosed in Exhibit X to this Schedule, since the date of the Financial Statement there has not been: (i) any change in the financial condition, properties, assets, liabilities, business or operations of Dr. Holt or the Orthodontic EntityXxxxxxntic Practice, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has been materially adverse with respect to Dr. Holt or the Orthodontic EntityXxxxxxxtic Practice; (ii) any mortgage, encumbrance or lien placed on any of the Interests or the Property, or the property subject to any lease, or which remains in existence on the date hereof or at the time of Closing; or (iii) any obligation or liability incurred by the Orthodontic Entity Dr. Holt relatxxx xx xxe Endodontic Practice other than obligations and liabilities incurred in the ordinary course of business and disclosed on Exhibit X attached to this Schedule.