Absence of Undisclosed Liability. Except as set forth in Schedule 3.6 attached hereto, or as disclosed on the Financial Statements, to the Knowledge of the Seller there are no liabilities or obligations of any kind whatsoever, whether direct, indirect, accrued, contingent or absolute, and whether or not determined or determinable (other than the liabilities of the Company set forth on the Financials Statements), to which the Company or the Acquired Business will be subject following consummation of the transactions contemplated hereby, and there is no existing claim, condition, situation or set of circumstances which could reasonably be expected to result in any such liability or obligation.
Absence of Undisclosed Liability. Except as set forth in Schedule 2.08, neither the Company nor any of the Subsidiaries has any Undisclosed Liabilities nor does there exist any Known basis for or threat of an assertion against the Company or any of the Subsidiaries, their respective businesses or their respective assets of any Undisclosed Liability, except for Liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, none of which are Material.
Absence of Undisclosed Liability. Except as to the extent specifically reflected in the Year End Financials or otherwise set forth in Disclosure Schedule 4.07(b), and except for trade payables, liabilities and contractual obligations arising in the ordinary course of business since the date of Company's 1997 audited financial statements, Company does not have any other liabilities of any nature, whether accrued, absolute or contingent, or otherwise, and whether due, or to become due of the nature required by GAAP to have been reflected or reserved against in financial statements.
Absence of Undisclosed Liability. To the best of Seller's knowledge after due inquiry, there are no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) relating to the Seller, or any subsidiary or affiliate of the Seller which could reasonably be expected to have a material adverse effect on the performance and fulfillment of this Agreement.
Absence of Undisclosed Liability. None of the Companies nor any of the Subsidiaries has any material direct or indirect liability, indebtedness, obligation, expense, claim, deficiency, guarantee or endorsement of or by any person (other than endorsements of notes, bills and checks presented to banks for collection deposit in the ordinary course of business) of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise (a "Liability"), other than the Liabilities (i) that are --------- reflected, accrued or reserved for in the most recent quarterly balance sheet of the Issuer filed pursuant to the Exchange Act with the Commission, or (ii) arising in the ordinary course of the Companies' or the Subsidiaries' businesses consistent with past practice which would not result in a Material Adverse Effect on the Companies taken as a whole or (iii) that are disclosed in Schedule --------
Absence of Undisclosed Liability. No MAPICS Entity has any Liabilities that are reasonably likely to have, individually or in the aggregate, a MAPICS Material Adverse Effect, except Liabilities which are accrued or reserved against in the consolidated balance sheets of MAPICS as of June 30, 2002 and September 30, 2002, included in the MAPICS Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto. No MAPICS Entity has incurred or paid any Liability since June 30, 2002, except for such Liabilities incurred or paid (i) in the ordinary course of business consistent with past business practice and which are not reasonably likely to have, individually or in the aggregate, a MAPICS Material Adverse Effect or (ii) in connection with the transactions contemplated by this Agreement.
Absence of Undisclosed Liability. As of the date of the Acquisition Balance Sheet, the Company had no debts, obligations (including, but not limited to, obligations as a guarantor) or liabilities of any nature, secured or unsecured (including, but not limited to, debts, obligations or liabilities which are fixed, absolute, accrued or contingent), whether known or unknown to the Shareholders, except (a) as shown (and in the amounts shown) on the Acquisition Balance Sheet, or (b) for those obligations or liabilities which are not required to be disclosed on the Acquisition Balance Sheet under generally accepted accounting principles, or are otherwise disclosed to PJAM in any other provision of this Agreement or the Schedules attached hereto, (c) obligations under contracts not required to be disclosed pursuant to this Agreement, and (d) current obligations and debts arising out of the ordinary course of the Company's business and operations. Except as disclosed on Schedule 47, since the date of the Acquisition Balance Sheet, the Company has not incurred any debts, obligations (including, but not limited to, obligations as a guarantor) or liabilities of any nature, secured or unsecured (including, but not limited to, debts, obligations or liabilities which are fixed, absolute, accrued or contingent), other than (a) obligations under contracts not required to be disclosed pursuant to this Agreement, (b) debts, obligations and liabilities incurred in the ordinary course of business consistent with past practices, and none of which (i) is inconsistent with the representations, warranties and covenants of the Company and the Shareholders contained herein or in any other provisions of this Agreement, (ii) has had or may be expected to have any material adverse effect on the business, assets, financial condition or prospects of the Company, or (iii) constitutes a guarantee of any form or type.
Absence of Undisclosed Liability. Except as to the extent ----------------------------------- specifically reflected in the Year End Financials No. 2 or otherwise set forth in Disclosure Schedule 4.07(e), and except for trade payables, liabilities and contractual obligations arising in the ordinary course of business since the date of Company No. 2's 1999 audited financial statements, Company No. 2 does not have any other liabilities of any nature, whether accrued, absolute or contingent, or otherwise, and whether due, or to become due of the nature required by GAAP to have been reflected or reserved against in financial statements.
Absence of Undisclosed Liability. To the knowledge of the Seller, except as described in Section 3.21 of the Seller Disclosure Schedule or as otherwise disclosed in this Agreement, the Company has no liabilities or obligations (whether direct, indirect, accrued or contingent) that will be outstanding obligations or liabilities of the Company as of the Closing Date.
Absence of Undisclosed Liability. Except as set forth in Schedule 4.7 attached hereto, there are no liabilities or obligations of any kind whatsoever, whether direct, indirect, accrued, contingent or absolute, and whether or not determined or determinable (other than the liabilities of each Group Company set forth on the Closing Balance Sheet), to which either Group Company or the Acquired Business will be subject following consummation of the transactions contemplated hereby, and there is no existing claim, condition, situation or set of circumstances which could reasonably be expected to result in any such liability or obligation.
