Absence of Undisclosed or Contingent Liabilities. Except as and to the extent reflected or reserved against on the face of the Balance Sheet (excluding the notes thereto), or as otherwise set forth in the Disclosure Schedule, as of the Balance Sheet Date Seller, in respect of the Business had no debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature whatsoever, including, without limitation, any foreign or domestic tax liabilities or deferred tax liabilities for any period prior to the close of business on the Balance Sheet Date or any other debts, liabilities or obligations in respect of the Business relating to or arising out of any act, transaction, circumstance or state of facts which occurred or existed on or before the Balance Sheet Date, whether or not then known, due or payable. Except as set forth in the Disclosure Schedule, none of Seller's employees, in respect of the Business, is now or, will by the passage of time hereafter become, entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to the Balance Sheet Date except as disclosed on the face of the Balance Sheet (excluding the notes thereto) or as otherwise set forth in the Disclosure Schedule.
Absence of Undisclosed or Contingent Liabilities. Except as set forth on Schedule 2.9 hereto and except as (and to the extent) accrued for in the interim balance sheet, as of the date (the "Interim Balance Sheet Date") of the balance sheet included in the Interim Financial Statements (the "Interim Balance Sheet"), neither the Company nor any Subsidiary had any liability or obligation, other than (i) executory obligations under contracts and other contractual or employment arrangements not requiring disclosure in the Interim Balance Sheet under GAAP and incurred in the ordinary course of business consistent with past practice and (ii) liabilities and obligations arising from normal year-end adjustments none of which, individually or in the aggregate, would be material to the Company's financial position as reflected in the Interim Financial Statements. Since the Interim Balance Sheet Date, neither the Company nor any Subsidiary has become subject to any such liability or obligation, other than (a) liabilities and obligations incurred in the ordinary course of business consistent with past practice of a type reflected on the Interim Balance Sheet which are not in an amount materially in excess of the liabilities and obligations accrued for in the Interim Balance Sheet Date, (b) executory obligations under contracts and other contractual or employment arrangements not requiring disclosure in the Interim Balance Sheet under GAAP and incurred in the ordinary course of business consistent with past practice (c) liabilities and obligations arising from normal year-end adjustments none of which, individually or in the aggregate, would be material to the Company's financial position as reflected in the Interim Financial Statements and (d) liabilities and obligations set forth on Schedule 2.9 hereto. Notwithstanding the foregoing, no representations or warranties are given in this Section 2.9 with respect to liabilities or obligations arising from environmental matters or conditions, employee benefit plans or pursuant to ERISA, and Sections 2.12 and 2.20 shall contain the only representations and warranties with respect to such items.
Absence of Undisclosed or Contingent Liabilities. Except to the extent ------------------------------------------------ reflected on the March 31, 1997 consolidated financial statements of South Branch and its subsidiaries delivered to Capital State, there exists no claim, liability, obligation, or any known asserted claim, secured or unsecured (whether accrued, 208-310 absolute, contingent or otherwise), that would have a material adverse effect on the consolidated operations, financial condition or results of operations of South Branch.
Absence of Undisclosed or Contingent Liabilities. To the Seller's knowledge, the Seller has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, or due or to become due of the type required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles) except current liabilities incurred in the ordinary course of business or as otherwise set forth in the Seller's Financial Statements. Neither the Seller nor any of its subsidiaries, nor their respective employees or agents, has made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, candidate for office, governmental agency or instrumentality or any other person.
Absence of Undisclosed or Contingent Liabilities. The Company has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) except as otherwise set forth in the Company Financial Statements.
Absence of Undisclosed or Contingent Liabilities. Except as set forth in Section 2.9 of the Disclosure Schedule and except as (and to the extent) accrued on the most recent audited balance sheet included in the audited financial statements dated December 31, 2001 and on the most recent quarterly balance sheet in the unaudited quarterly financial statements dated September 30, 2002 and contained in the SEC Documents (the "Audited Financial Statements"), as of the date of the most recent balance sheet included in the Audited Financial Statements, to the knowledge of the Company, the Company has not had any material liability or obligation (whether absolute or contingent, liquidated or unliquidated), other than executory obligations not required to be accrued on such balance sheet under GAAP and incurred in the ordinary course of business consistent with past practice. Since the date of the Audited Financial Statements, to the knowledge of the Company, the Company has not become subject to any such liability or obligation, other than liabilities and obligations incurred in the ordinary course of business consistent with past practice of a type reflected in the Audited Financial Statements, which are not inconsistent with the representations and warranties of the Company in this Agreement and which would not reasonably be expected to have a Material Adverse Effect, individually or in the in the aggregate.
Absence of Undisclosed or Contingent Liabilities. Except as and to ------------------------------------------------ the extent disclosed in the SEC Documents or accrued on the balance sheet included in the Unaudited Financial Statements, and except for liabilities incurred since the date of the latest balance sheet included in the Company's Unaudited Financial Statements in the ordinary course of business consistent with past practice and otherwise not in contravention of this Agreement (including but not limited to the representations and warranties of the Company contained herein) which individually and in the aggregate are not material, the Company and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, liquidated, unliquidated or otherwise) that reasonably could be expected to have a Material Adverse Effect. Since the date of the Unaudited Financial Statements, the Company has operated in the ordinary course and there has not been any Material Adverse Effect or any change or occurrence which reasonably could be expected to have a Material Adverse Effect.
Absence of Undisclosed or Contingent Liabilities. Seller has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) except as otherwise set forth in the Financial Statements and Exhibit 3.22 hereto.
Absence of Undisclosed or Contingent Liabilities. Except as set forth on Schedule 3.9 hereto and except as (and to the extent) accrued for in the Balance Sheet, as of the Balance Sheet Date, the Sellers have conducted the Business in the ordinary course of business and consistent with past practice and had no liabilities or obligations (whether known or unknown, absolute or contingent, liquidated or unliquidated), other than executory obligations under contracts disclosed on Schedule 3.20. Since the Balance Sheet Date, the Sellers have not become subject to any such liability or obligation, other than (a) liabilities and obligations incurred in the ordinary course of business consistent with past practice of a type reflected on the Balance Sheet, which are not inconsistent with the representations and warranties of the Sellers or other provisions contained in this Agreement; (b) executory obligations under contracts which are disclosed on Schedule 3.20, which are not required to be accrued in the Balance Sheet under GAAP and which have been incurred in the ordinary course of business consistent with past practice; and (c) liabilities and obligations set forth on Schedule 3.9 hereto.
Absence of Undisclosed or Contingent Liabilities. Except as set forth on Schedule 2.9 hereto and except as (and to the extent) accrued for in the balance sheet included in the Audited Financial Statements, neither the Company nor any Subsidiary had any liability or obligation (whether absolute or contingent, liquidated or unliquidated), other than those obligations (i) not required to be accrued in the balance sheet included in the Audited Financial Statements under GAAP or (ii) incurred in the ordinary course of business consistent with past practice since the date of the Audited Financial Statements.
