Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities Schedule, AAG does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the 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 warranty (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 Schedules referred to in this Section 4.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached Liabilities Schedule, AAG does 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement 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", AAG does 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 due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to this Agreement, and (iv) liabilities incurred in this Section 4the 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, AAG "LIABILITIES SCHEDULE," the Company does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date hereofClosing, 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 date hereof, Closing or any state of facts existing at or prior to the date hereofClosing, 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuitlawsuit and all of which in the aggregate are not material to the Company) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities Schedule, AAG the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the 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 warranty (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 Schedules referred to in this Section 45.

Absence of Undisclosed Liabilities. Except as set forth on Seller and the attached Liabilities Schedule, AAG does not Business have any obligation no obligations or liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known, 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereofClosing, other than: 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 liabilities side of 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 noncompliance with any applicable laws, for breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheetwarranty, tort or infringement, or a claim, lawsuit or environmental liability), tort, infringement, claim or lawsuit) and (iiiiv) other liabilities and obligations otherwise expressly disclosed in the Schedules referred to in this Section 4set forth on Schedule 4.6 hereto.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached Liabilities Schedule, AAG "LIABILITIES SCHEDULE," the Company does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date hereofClosing, 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 date hereof, Closing or any state of facts existing at or prior to the date hereofClosing, 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuitlawsuit and all of which in the aggregate are not material to the Company) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4.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, AAG does ," the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement and (iv) obligations under contract not required to be disclosed on the Contxxxxx Xxxxxxxx.

Absence of Undisclosed Liabilities. Except as set forth on Schedule 3(f) hereto or any liabilities disclosed on other schedules to this Agreement, the attached Liabilities Schedule, AAG does 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 or whether asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the date hereof, other than: (i) liabilities set forth on the liabilities side of financial statements included in the Latest Balance Sheet (including any notes thereto)Company Reports and the Subsequent Financial Information, (ii) obligations and liabilities and obligations which have arisen incurred after the date of the Latest Balance Sheet in the ordinary course of business business, (iii) liabilities and obligations under contracts, agreements and instruments set forth on the Schedule 3(k) hereto (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty warranty, tort, infringement, claim or lawsuit), (in excess iv) liabilities and obligations under contracts, agreements and instruments not required to be set forth on Schedule 3(k) hereto (none of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iiiv) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement 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, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement 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, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities ScheduleLIABILITIES SCHEDULE, AAG does not neither of the Companies has or will have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Companies, whether due or to become due and regardless of when or by whom asserted) arising out of transactions any transaction entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the date hereof, other than: than (ia) liabilities set forth reflected on the liabilities side of the Latest Balance Sheet (including any notes thereto)Sheet, (iib) 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, for breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, violation of law, claim or lawsuit), (c) obligations under contracts and commitments described on the attached CONTRACTS SCHEDULE or under contracts and commitments entered into in the ordinary course of business consistent with past practice which are not required to be disclosed on such Schedule pursuant to Section 5.12 below (but not liabilities for any breach of any such contract or commitment occurring on or prior to the Closing Date), and (iiid) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4.Article V.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have -------------------- any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, 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 noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)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 referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to this Agreement and (iv) liabilities which individually or in this Section 4the 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, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on in Section 4H of the attached Liabilities ScheduleDisclosure Letter, AAG does not the Company and its Subsidiaries do not, and upon consummation of the transactions contemplated herein, will not, have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, legal claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in under contracts to which the Schedules referred Company or Pathnet is then a party that arise or are related to in this Section 4.periods after the date of the Latest Balance Sheet (none of which is a liability resulting from breach of contract, breach of warranty, tort,

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached Liabilities Schedule, AAG does not have none of ATS, STS or its Subsidiaries is subject -------------------- to any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement 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, AAG does ," 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 date 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 applicationsSigning, or any action or inaction at or prior to the date hereofSigning, or any state of facts existing at or prior to the date hereof, Signing other than: (i) liabilities set forth on the liabilities side of 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 noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the Schedules referred to in this Section 4).

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing other than: (i) liabilities set forth on the liabilities side of 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 of which is and are not reasonably likely to have a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included material adverse effect on the Latest Balance Sheet)financial condition, tortoperating results, infringementassets, claim operations, employee relations or lawsuit) customer or supplier relations of the Company and its Subsidiaries taken as a whole and (iiiiv) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement, 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 ScheduleLIABILITIES SCHEDULE, AAG the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the 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 warranty (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 Schedules referred to in this Section 45.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 which are not material individually or in the aggregate (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)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 Schedules referred to in this Section 4aggregate.

Absence of Undisclosed Liabilities. Except as set forth on the attached "Absence of Undisclosed Liabilities Schedule" attached hereto, AAG the Company does not have any obligation material obligations or liability liabilities (whether accrued, absolute, contingent, unliquidated unliquidated, or otherwise, whether or not known, whether due or to become due due, and regardless of when asserted) arising out of transactions entered into or relating to the operation of the Company at or prior to before the date hereofClosing, 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 date hereof, or any state of facts existing at or prior to the date hereof, other than: except (i) obligations under contracts or commitments described on the Contracts Schedule attached hereto or under contracts and commitments which are not required to be disclosed thereon (but not liabilities set forth for breaches thereof), (ii) liabilities reflected on the liabilities side of the Latest Balance Sheet (including any notes thereto)Sheet, (iiiii) liabilities and obligations which have arisen after the date of the Latest Balance Sheet in the ordinary course Ordinary Course of business Business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a liability resulting from noncompliance with any applicable laws, for breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, or infringement or a claim or lawsuit) lawsuit or an environmental liability), and (iiiiv) other liabilities and obligations expressly disclosed as such elsewhere in this Agreement or the Schedules referred to in this Section 4hereto.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4.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, AAG does ," 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 consistent with past practice (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement 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," to the Company's knowledge, AAG does the Company and its Subsidiaries do not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing other than: (i) liabilities set forth on the liabilities side of 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 noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities Schedule, AAG does the Company, the Operating Partnership and the 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing other than: (i) liabilities set forth on the liabilities side of most recent balance sheet included in the Latest Balance Sheet Financial Statements (including any notes thereto), (ii) liabilities and obligations which that have arisen after the date of the Latest Balance Sheet most recent balance sheet included in the ordinary course of business Financial Statements (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, environmental matter, claim or lawsuit), which such liabilities and obligations do not exceed $2,000,000 in the aggregate (other than trade payables incurred in the ordinary course of business consistent with past practices) and (iii) other liabilities and obligations expressly disclosed in the other Schedules referred to in this Section 4Agreement or the Company's reports on Form 10-K, Form 10-Q and Form 8-K, its proxy statements and any SEC filings related to the Company's share plans, and any Schedule 13D naming the Company as the issuer, each as filed with the Securities and Exchange Commission on or before the date immediately preceding the date of this Agreement (the "SEC Filings").

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached Liabilities Schedule, AAG does not have neither the Company nor any of its Subsidiaries -------------------- has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the 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 warranty (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 Schedules referred to in this Section 45.

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities ScheduleLIABILITIES SCHEDULE, AAG does not have any the Company has no obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the date hereof, other than: (i) liabilities set forth on the liabilities side 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 warranty (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 Schedules referred to in this Section 45.

Absence of Undisclosed Liabilities. Except as set forth on the attached ---------------------------------- "Liabilities Schedule, AAG does ," the Company and its Subsidiaries do not have any 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 which are not material individually or in the aggregate (none of which is a liability resulting from noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit) and ), (iii) other liabilities and obligations (including liabilities and obligations under executory contracts) expressly disclosed in the other Schedules referred to this Agreement and (iv) liabilities under executory contracts not required to be disclosed on the Contracts Schedule, which are not material individually or in this Section 4the aggregate.

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached "Liabilities Schedule, AAG ," the Company does not have any material obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company, 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 date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)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 referred to in this Section 4Agreement.

Absence of Undisclosed Liabilities. Except as set forth on the attached Liabilities Schedule, AAG the Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company or any of its Subsidiaries, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 applicationsClosing, or any action or inaction at or prior to the date hereofClosing, or any state of facts existing at or prior to the date hereof, Closing other than: (ia) liabilities set forth reflected on the liabilities side of the Latest Balance Sheet (including any notes thereto), (iib) 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 warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim or lawsuit), (c) and obligations to the Company's suppliers that have arisen under purchase orders incurred in the ordinary course of business, (iiid) other liabilities and obligations expressly disclosed in the Schedules other schedules referred to in this Section 4Article 8 and (e) liabilities and obligations incurred at the Closing related to the transactions contemplated hereby (other than any liabilities or obligations related to the transactions contemplated hereby created or incurred at the Closing as a result of any actions taken by the Company or any of the Shareholders).

Absence of Undisclosed Liabilities. Except as set forth on the ---------------------------------- attached Liabilities Schedule, AAG Zecal does not have any obligation or liability -------------------- (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to Zecal, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the date 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 date hereof, or any state of facts existing at or prior to the date hereof, other than: (i) liabilities set forth on the liabilities side face 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 noncompliance with any applicable laws, breach of contract, breach of warranty (in excess of any warranty reserve specifically established with respect thereto and included on the Latest Balance Sheet)warranty, tort, infringement, claim claim, lawsuit or lawsuitenvironmental matter) and (iii) other liabilities under executory contracts or commitments which are listed on the Contracts Schedule or under executory contracts and obligations expressly disclosed in the Schedules referred commitments which are not ------------------ required to in this Section 4be listed thereon (but not liabilities for actual or alleged breaches thereof).