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

Absence of Undisclosed Liabilities and Conditions. Except as and to the ------------------------------------------------- extent reflected or reserved against on the face of the Financial Statements, or as set forth on Schedule 6(o) attached hereto, as of the Closing Date, the Business, to the Sellers' best knowledge and belief, had no debts, liabilities or obligations (whether due or to become due, absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities incurred in respect of or measured by the Business' income, or its period prior to the Closing or any other debts, liabilities or obligations relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Closing Date, whether or not then known, due or payable. The Financial Statements do not include any assets or liabilities of any entity other than the Sellers nor any expense of any entity other than the Sellers. The Sellers do not know of any currently existing facts that materially adversely affect or are likely in the future to materially adversely affect the Assets.

Absence of Undisclosed Liabilities and Conditions. Except as and to ------------------------------------------------- the ------------------------------------------------- extent reflected or reserved against on the face of the Financial Statements, or as set forth on Schedule 6(oSCHEDULE 7(p) attached hereto, as of the Closing Date, the Business, to the Sellers' best knowledge and belief, Business had no debts, liabilities or obligations (whether due or to become due, absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities incurred in respect of or measured by the Business' income, or its period prior to the Closing or any other debts, liabilities or obligations relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Closing Date, whether or not then known, due or payable. The Financial Statements do not include any assets or liabilities of any entity other than the Sellers Seller nor any expense of any entity other than the SellersSeller. The Sellers do not know Seller has no knowledge of any currently existing facts that materially adversely affect or are likely in the future to materially adversely affect the Assets.

Absence of Undisclosed Liabilities and Conditions. Except as and to the ------------------------------------------------- extent reflected or reserved against on the face of the Financial Statements, and subject to the representations set forth in (l) above or as set forth on Schedule 6(o7(m) attached hereto, as of the Closing Date, the Business, to the Sellers' best knowledge and belief, Business had no debts, liabilities or obligations (whether due or to become due, absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities incurred in respect of or measured by the Business' ’ income, or its period prior to the Closing or any other debts, liabilities or obligations relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Closing Date, whether or not then known, due or payable. The Financial Statements do not include any assets or liabilities of any entity other than the Sellers Seller nor any expense of any entity other than the SellersSeller. The Sellers do not know Seller has no knowledge of any currently existing facts that materially adversely affect or are likely in the future to materially adversely affect the Assets.

Absence of Undisclosed Liabilities and Conditions. Except as and to the ------------------------------------------------- extent reflected or reserved against on the face of the Financial Statements, or as set forth on Schedule 6(oSCHEDULE 7(p) attached hereto, as of the Closing Date, the Business, to the Sellers' best knowledge and belief, Business had no debts, liabilities or obligations (whether due or to become due, absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities incurred in respect of or measured by the Business' income, or its period prior to the Closing or any other debts, liabilities or obligations relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Closing Date, whether or not then known, due or payable. The Financial Statements do not include any assets or liabilities of any entity other than the Sellers nor any expense of any entity other than the Sellers. The Sellers do not know of any currently existing facts that materially adversely affect or are likely in the future to materially adversely affect the Assets.