Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) obligations under contracts not required to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," LIABILITIES SCHEDULE", to the Company's knowledge the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement, and (iv) liabilities incurred in the ordinary course of business that were not required to be disclosed on the latest balance sheet of the Company or its Subsidiaries in accordance with GAAP.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," , the Company and its Subsidiaries do not have any -------------------- material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on Schedule 3.08 or as disclosed in the attached "Liabilities Schedule," Issuer SEC Reports, the Company Issuer and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known of a nature required to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) be reflected on a balance sheet prepared in accordance with GAAP arising out of transactions entered into at or prior to the each Closing, or any action or inaction at or prior to the each Closing, or any state of facts existing or any occurrence at or prior to the each Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any liabilities expressly disclosed in any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do , AAG does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, including, without limiting the generality of the foregoing, wrongful dismissal claims filed by former employees, any outstanding or pending long or short-term disability claims and any pending labor relations boards unions certification applications, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this AgreementSection 4.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any material action or inaction at or prior to the Closing, or any state of material facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and No Security Party or its Subsidiaries do not have has any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company such Security Party or any Subsidiaryof its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in on the other Schedules to this Agreementattached Liabilities Schedule and (iv) immaterial liabilities not requiring disclosure under GAAP.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," , the Company and its Subsidiaries do does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities that would not be required under GAAP to be set forth on a balance sheet (or any notes thereto), (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iiiiv) other liabilities and obligations expressly disclosed in the other Schedules referred to in this AgreementSection 5.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) obligations under contract not required to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," to the Company's knowledge, the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest September Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest September Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on ---------------------------------- the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) ), arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," Schedule or as disclosed in the Company Issuer SEC Reports, the Issuer and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known of a nature required to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) be reflected on a balance sheet prepared in accordance with GAAP arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing or any occurrence at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any liabilities expressly disclosed in any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) obligations under contracts not required to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.Agreement and (iv) obligations under contracts not required to be disclosed on the Contracts Schedule. ------------------

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business which are not material individually or in the aggregate (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly under executory contracts not required to be disclosed on the Contracts Schedule, which are not material 20 individually or in the other Schedules to this Agreementaggregate.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," Schedule or as disclosed in the Company Issuer SEC Reports, the Issuer and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known of a nature required to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) be reflected on a balance sheet prepared in accordance with GAAP arising out of transactions entered into at or prior to the each Closing, or any action or inaction at or prior to the each Closing, or any state of facts existing or any occurrence at or prior to the each Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any liabilities expressly disclosed in any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on Seller and the attached "Liabilities Schedule," the Company and its Subsidiaries do not Business have any material obligation no obligations or liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiaryknown, whether due or to become due and regardless of when or by whom asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: Closing, except (i) obligations under contracts or commitments described on Schedule 4.11 hereto or any other Schedule hereto or under contracts and commitments entered into in the ordinary course of business which are not required to be disclosed thereon (but, in either case, not liabilities set forth on the Latest Balance Sheet (including any notes theretofor breaches thereof), (ii) liabilities and obligations reflected on the balance sheet for the most recent month furnished to Buyer in accordance with Section 4.5 ("Latest Balance Sheet"), (iii) liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a liability resulting from for breach of contract, breach of warranty, tort, tort or infringement, claim or lawsuit) a claim, lawsuit or environmental liability), and (iiiiv) other liabilities and obligations otherwise expressly disclosed in the other Schedules to this Agreementset forth on Schedule 4.6 hereto.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement, and (iv) liabilities and obligations which would not reasonably be expected to have a material adverse effect upon the financial condition, assets or business of the Company and its Subsidiaries taken as a whole.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) obligations under contract not required to be disclosed on the Contracts Schedule.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," LIABILITIES SCHEDULE, the Company and its Subsidiaries do does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities that would not be required under GAAP to be set forth on a balance sheet (or any notes thereto), (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iiiiv) other liabilities and obligations expressly disclosed in the other Schedules referred to in this AgreementSection 5.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) liabilities which individually or in the aggregate do not and could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial condition or prospects of the Company or any of its Subsidiaries.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.Agreement and (iv) obligations under contract not required to be disclosed on the Contracts Schedule. ------------------

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," , neither the Company and nor any of its Subsidiaries do not have -------------------- has any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this AgreementSection 5.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule," LIABILITIES SCHEDULE, the Company and its Subsidiaries do not have any material has no obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closingdate hereof, or any action or inaction at or prior to the Closingdate hereof, or any state of facts existing at or prior to the Closing date hereof, other than: (i) liabilities set forth on the face of the Latest Balance Sheet (including any or the notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warrantywarranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet), tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this AgreementSection 5.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the liabilities side of the Latest Balance Sheet (including any notes thereto)Sheet, (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, product liability, tort, infringement, claim or lawsuit) and lawsuit or an environmental liability), (iii) liabilities and obligations that would not have (either individually or in the aggregate) a Material Adverse Effect or (iv) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any SubsidiaryCompany, whether due or to become due and regardless of when asserted) nor is the Company a guarantor or indemnitor of any indebtedness of any other person, firm or corporation arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and not required under generally accepted accounting principles to be reflected in the Latest Balance Sheet which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities arising under agreements, contracts, leases, licences and other arrangements, (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none and are not reasonably likely to have a material adverse effect on the financial condition, operating results, assets, operations, employee relations or customer or supplier relations of which is the Company and its Subsidiaries taken as a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) whole and (iiiiv) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Undisclosed Liabilities. Except as set forth for (i) obligations under contracts or commitments described on Schedule 3.2(j)(i) or under contracts and commitments which are not required to be disclosed thereon (but not liabilities for breaches thereof), (ii) liabilities reflected on the attached "Liabilities Schedule," applicable Latest Balance Sheet, (iii) liabilities which have arisen after the Company date of the applicable Latest Balance Sheet in the Ordinary Course of Business or otherwise pursuant to the terms and its Subsidiaries do not have conditions of this Agreement (none of which is a liability for breach of contract, breach of warranty, tort or infringement or a written claim or lawsuit, an environmental liability or violation of law), and (iv) liabilities disclosed as such elsewhere in this Agreement or the Schedules, none of the Companies has any material obligation obligations or liability liabilities (whether accrued, absolute, contingent, unliquidated unliquidated, or otherwise, whether or not known to the Company or any Subsidiaryknown, whether due or to become due due, and regardless of when asserted) (x) required by GAAP to be recorded on a balance sheet arising out of transactions entered into or relating to the operation of such Company at or prior to before the Closing, Closing or (y) arising from the employment of any action or inaction at or prior to employee of any of the Closing, or any state of facts existing at or Companies prior to the Closing other than: (i) liabilities Date. Except as set forth on Schedule 3.2(d), none of the Latest Companies has any Off Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementLiability.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and , none of ATS, STS or its Subsidiaries do not have is subject -------------------- to any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company ATS, STS or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules to this AgreementAgreement and (iv) liabilities and obligations which have not had and could not reasonably be expected to have a Material Adverse Effect.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule," the Company and its Subsidiaries do not have -------------------- any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any Subsidiary, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the ClosingSigning, or any action or inaction at or prior to the ClosingSigning, or any state of facts existing at or prior to the Closing Signing other than: (i) liabilities set forth on the Latest Balance Sheet (including any notes thereto), (ii) liabilities under executory contracts, which contracts are all listed on the attached Contracts Schedule and ------------------ (iii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement).