Common use of Absence of Undisclosed Liabilities or Events Clause in Contracts

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, set forth in Section 4.6 hereof, and the liabilities and obligations arising under the Financing Document or the Credit Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations, whether accrued, contingent or otherwise, except (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Audit Date included in the DFG Financial Statements, (ii) borrowings under the Company’s Existing Credit Agreement, which will be paid off in their entirety and terminated as of the Closing Date, (iii) indebtedness under the Existing Holdings Notes, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Audit Date which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Since the Audit Date there has been no change in the financial condition, results of operations, business, properties or prospects of the Company or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect. There are no facts known to the Company that have had or would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Schedule.

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, set forth in Section 4.6 hereof, and the liabilities and obligations arising under the Financing Document or the Credit Documents, Transaction Documents neither the Company nor any of its Subsidiaries has any liabilities or obligations, whether accrued, contingent or otherwise, except (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Audit Date included in the DFG Company’s Financial Statements, (ii) borrowings under the Company’s Existing Credit Agreement, which will be paid off revolving credit facility in their entirety and terminated as the ordinary course of the Closing Datebusiness, (iii) indebtedness under the Existing Holdings Notes, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Audit Date which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect or (iv) liabilities or obligations under Contracts. (b) The Financing Documents and the Financial Statements (but not any projections), taken as a whole, do not contain any untrue statement of a material fact as to the Company and its Subsidiaries taken as a whole or omit to state any material fact necessary to make the statements as to the Company and its Subsidiaries taken as a whole therein not misleading in light of the circumstances under which they were made. Since the Audit Date Date, there has been no change in the financial condition, results of operations, business, properties or prospects of the Company or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect. There are no facts known to the Company that have had or would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Schedule.

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, set forth in Section 4.6 hereof, hereof and the liabilities and obligations arising under the Financing Document or the Credit Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations, whether accrued, contingent or otherwise, except (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Audit Date included in the DFG Company Financial Statements, (ii) borrowings under the Company’s Existing Credit Agreement, which will be paid off 's existing revolving credit facility in their entirety and terminated as the ordinary course of the Closing Date, business or (iii) indebtedness under the Existing Holdings Notes, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Audit Date which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Since the Audit Date there has been no change in the financial condition, results of operations, business, properties or prospects of the Company or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect. There are no facts known to the Company that have had or would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Schedule.

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, as set forth in Section 4.6 hereofSchedule 4.09(a), and the liabilities and obligations arising under the Financing Document or the Credit Documents, neither none of the Company nor or any of its Subsidiaries has any liabilities or obligations, whether accrued, contingent or otherwise, except for (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Company Audit Date included in the DFG Company Financial Statements, (ii) borrowings under the Company’s Existing Credit Agreement, which will be paid off existing revolving credit facility in their entirety and terminated as the ordinary course of the Closing Datebusiness, (iii) indebtedness under the Existing Holdings Notes, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Company Audit Date which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and (iv) liabilities and obligations under the Transaction Documents. (b) Since Except as set forth in Schedule 4.09(b), (i) since the Company Audit Date there has been no change in the business, property, assets, condition (financial conditionor otherwise), or results of operations, business, properties or prospects operations of the Company or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. There Effect and (ii) there are no facts known to the Company that have had or would reasonably be expected to have a Company Material Adverse Effect that has have not been set forth herein or in the Disclosure Schedule.

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, as set forth in Section 4.6 hereof, and the liabilities and obligations arising under the Financing Document Schedule 4.07(a) or the Credit Documentspro forma balance sheet referred to in Section 4.06(a), neither the Company nor any of its Restricted Subsidiaries has any liabilities or obligationsliabilities, whether accrued, contingent or otherwise, except for (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Audit Date September 30, 2001 included in the DFG Company Financial StatementsStatements or disclosed in the Company Reports, (ii) borrowings under the Company’s Existing Credit Agreement, which will be paid off 's existing revolving credit facility in their entirety and terminated as the ordinary course of business or disclosed in the Closing Date, Company Reports (iii) indebtedness liabilities arising under or contemplated by the Existing Holdings NotesTransaction Documents, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Audit Date September 30, 2001 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Since the Audit Date Except as set forth in Schedule 4.07(b), (i) since September 30, 2001 there has been no change in the business, management, operations, affairs, condition (financial conditionor otherwise), assets, property or results of operations, business, properties or prospects operations of the Company or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect. There Effect and (ii) there are no facts known Known to the Company (other than general economic conditions not specific to the industry of the Company) that have had or would reasonably be expected to have a Material Adverse Effect that has have not been set forth herein or in the Disclosure Schedule. (c) Holdings is a holding company formed for the purpose of effectuating the applicable Transactions and has conducted no activities not incidental thereto and has no material assets or liabilities not incidental thereto.

Absence of Undisclosed Liabilities or Events. (a) Except for the amounts disclosed to, and approved in writing by, the GSMP Purchasers pursuant to Section 4.25 hereof, set forth in Section 4.6 hereof, and the liabilities and obligations arising under the Financing Document or the Credit Documents, Transaction Documents neither the Company Holdings nor any of its Subsidiaries has any liabilities or obligations, whether accrued, contingent or otherwise, except (i) for liabilities and obligations in the respective amounts reflected or reserved against in the consolidated balance sheet and related footnotes as of the Audit Date included in the DFG Holdings' Financial Statements, (ii) borrowings under Holdings' revolving credit facility in the Company’s Existing Credit Agreement, which will be paid off in their entirety and terminated as ordinary course of the Closing Datebusiness, (iii) indebtedness under the Existing Holdings Notes, which will be paid off in its entirety and cancelled as of the Closing Date or (iv) liabilities and obligations incurred in the ordinary course of business since the Audit Date which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect or (iv) liabilities or obligations under Contracts. (b) The Financing Documents and the Financial Statements (but not any projections), taken as a whole, do not contain any untrue statement of a Material fact as to Holdings and its Subsidiaries taken as a whole or omit to state any Material fact necessary to make the statements as to Holdings and its Subsidiaries taken as a whole therein not misleading in light of the circumstances under which they were made. Since the Audit Date Date, there has been no change in the financial conditionbusiness, results of operations, businessproperty, properties assets, liabilities, management, condition (financial or otherwise) or prospects of the Company Holdings or its Subsidiaries except for changes that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse EffectEffect other than pursuant to or as disclosed in the Merger Agreement. There are no facts known to Holdings that, individually or in the Company that aggregate, have had or would reasonably be expected to have a Material Adverse Effect that has have not been set forth herein or in the Disclosure Schedule. (c) The Offer to Purchase, the Schedule TO and all materials incorporated therein by reference do not contain any untrue statement of a Material fact as to Holdings and its Subsidiaries taken as a whole or omit to state any Material fact necessary to make the statements as to Holdings and its Subsidiaries taken as a whole therein not misleading in light of the circumstances under which they were made.