Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company, any Subsidiary or any Joint Venture of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Closing Statement, the Financial Statements, the Interim Financial Statements or the notes thereto, (b) set forth in Section 3.07 of the Disclosure Schedule or (c) incurred since the Economic Effective Date in the ordinary course of business of the Company, the Subsidiaries and the Joint Ventures.
Absence of Undisclosed Material Liabilities. There are no Liabilities of the Acquired Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the balance sheet included in the Interim Financial Statements, (b) set forth in Section 3.07 of the Disclosure Schedule, or (c) incurred since the Interim Financial Statement Date in the ordinary course of business of the Acquired Companies and not material to the Acquired Companies.
Absence of Undisclosed Material Liabilities. Except as set forth in Schedule 6.8 and except for Liabilities (a) incurred in the ordinary course of business subsequent to the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; (b) reflected, accrued or reserved against on the face of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; (c) arising under Contracts (other than accrued Liabilities arising thereunder and other than arising as a result of a default or breach thereof) since the date of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013; or (d) of a type that would not be required to be reflected in the financial statements of SP as of the date of the balance sheet included in SP’s audited financial statements for the year ended December 31, 2013, SP has no material Liability. The reserves reflected in the SP Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent manner.
Absence of Undisclosed Material Liabilities. Except: (i) for the items listed in Sections 3.10 or 3.11 of the Disclosure Schedule; (ii) as and to the extent disclosed or reserved against on the Annual Financial Statement for the year ended December 31, 1998 or in the footnotes thereto; or (iii) as incurred after December 31, 1998 in the Ordinary Course of Business and that are not reasonably likely to have an Acquired Company Material Adverse Effect, the Acquired Business does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, are or would be material to the Acquired Companies. For purposes of this Section 3.10 "material" means in excess of $25,000 individually or $100,000 in the aggregate; the total amount of any liabilities to salespeople in respect of their reserve accounts is set forth on the Disclosure Schedule and shall not exceed $245,000.
Absence of Undisclosed Material Liabilities. The Company and the Subsidiaries do not have any Liabilities other than Liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) set forth in the Company Disclosure Schedule, (iii) incurred since December 31, 2007 in the ordinary course of business of the Company and the Subsidiaries and not otherwise prohibited pursuant to this Agreement, (iv) Liabilities set forth in this Agreement or (v) that would not have a Material Adverse Effect.
Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company or the Subsidiaries, other than (a) Liabilities reflected or reserved against on the Financial Statements or incurred in connection with this Agreement or the Transaction Documents or the transactions contemplated hereby and thereby, (b) Liabilities set forth in Section 3.06(b) of the Disclosure Schedule, (c) Liabilities incurred since the Reference Statement Date in the ordinary course of business of the Company and the Subsidiaries (none of which is a liability or obligation for breach of contract, breach of warranty, tort of infringement by the Company or any of the Subsidiaries), (d) Liabilities for Taxes or (e) Liabilities that are not material to the Company or the Subsidiaries.
Absence of Undisclosed Material Liabilities. There are no Liabilities of the Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (i) reflected on, or reserved against in, the Year End Audited Balance Sheet, (ii) set forth in Section 3.08 of the Disclosure Schedule, (iii) incurred since the Reference Statement Date in the ordinary course of business of the Companies, (iv) arising in connection with the matters set forth in paragraphs 2, 5, 6, 7, 8 and 9 of Exhibit 5.01, (v) to repay the Minimum Cash Balance or (vi) which would not have a Material Adverse Effect.
Absence of Undisclosed Material Liabilities. There are no material Liabilities of BSC or the Sellers relating to the Business, other than (a) Liabilities reflected or reserved against on the Unaudited Special Purpose Financial Statements, (b) as set forth in Section 3.05 of the Disclosure Schedule and (c) trade payables and accrued expenses incurred since December 31, 2009 in the ordinary course of business consistent with past practice.
Absence of Undisclosed Material Liabilities. To Parent’s Knowledge, as of the date of this Agreement, there are no Liabilities of the Companies of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (i) reflected on, or reserved against in, the Year End Audited Balance Sheet, (ii) set forth in Section
Absence of Undisclosed Material Liabilities. The Business does not have any Liabilities of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Financial Statements (including the notes thereto), (b) set forth in Section 3.08 of the Disclosure Schedule, (c) incurred since December 31, 2015 in the ordinary course of business of the Business or (d) would not be, individually or in the aggregate, material to the Business.
