No Undisclosed Liabilities; Absence of Certain Changes or Events. Except as and to the extent publicly disclosed by Brekford in the Brekford SEC Reports filed prior to the date of this Agreement, as of January 1, 2016, neither Brekford nor any of its Subsidiaries had any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and whether due or to become due or asserted or unasserted, which would be required by GAAP to be reflected in, reserved against or otherwise described in the consolidated balance sheet of Brekford (including the notes thereto) as of such date or which could reasonably be expected to have a Material Adverse Effect on Brekford. Except as disclosed on Schedule 4.7 hereto, since September 30, 2016, neither Brekford nor any of its Subsidiaries has incurred any material liability, except in the ordinary course of their respective businesses consistent with their past practices, and there has not been any change, or any event involving a prospective change, in the business, financial condition or results of operations of Brekford or any of its Subsidiaries which has had, or is reasonably likely to have, a Material Adverse Effect on Brekford, and Brekford and each of its Subsidiaries has conducted their respective businesses in the ordinary course consistent with their past practices.
No Undisclosed Liabilities; Absence of Certain Changes or Events. Except as and to the extent publicly disclosed by the Company in the Company SEC Reports filed prior to the date of this Agreement, as of March 15, 2016, none of the Company or its Subsidiaries had any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and whether due or to become due or asserted or unasserted, which would be required by GAAP to be reflected in, reserved against or otherwise described in the consolidated balance sheet of the Company (including the notes thereto) as of such date or which could reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed on Schedule 5.7 hereto, since March 15, 2016, there has not been any change, or any event involving a prospective change, in the business, financial condition or results of operations of the Company or any of its Subsidiaries which has had, or is reasonably likely to have, a Material Adverse Effect on the Company and the Company and each of its Subsidiaries has conducted its and their business in the ordinary course consistent with past practices.
No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) With respect to the portion of the Business conducted in the Pre-Signing Identified Jurisdictions, there are no Liabilities that would be Assumed Liabilities and no Transferred Entity (to the extent applicable to its ownership of the Transferred Assets or its operations or conduct of the portion of the Business conducted in the Pre-Signing Identified Jurisdictions) has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the September 30, 2018 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as permitted or contemplated by this Agreement, (v) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (vi) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect on the Business.
(b) There are no Liabilities related to the Business that will be Assumed Liabilities and no Transferred Entity (after giving effect to the Pre-Closing Restructuring) will have any Liability that will be required by U.S. GAAP to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in the Audited Financial Statements prepared pursuant to Section 6.17(b) or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) future performance Liabilities (but excluding Liabilities arising from any breach or default that has occurred at any time at or prior to the Closing) under Contracts that either are (A) disclosed in the Seller Disclosure Letter or (B) not required to be disclosed in the Seller Disclosure Letter because their size, term or subject matter are not covered by any representations or warranties in Article III or Article IV, (iv) as per...
No Undisclosed Liabilities; Absence of Certain Changes or Events. Except as set forth in the SEC Documents filed publicly with the SEC prior to the date hereof (to the extent such disclosure does not constitute a “risk factor” or forward-looking statement):
(a) Purchaser has no Liabilities except for (i) Liabilities included or reserved against in the Purchaser Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of Purchaser’s business since December 31, 2011, (iii) Liabilities arising from the consummation of the transactions contemplated by the Transaction Documents, (iv) forward-looking Liabilities arising from (but excluding Liabilities arising from any breach that has occurred) Contracts, or (vi) Liabilities that, individually or in the aggregate, would not reasonably be expected to have a Purchaser MAE.
(b) Since December 31, 2011, there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser MAE.
(c) Since December 31, 2011 and through the date hereof, Purchaser and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice and have not taken any action that, if taken between the date hereof and the Closing, would constitute a breach of Section 6.01(b).
No Undisclosed Liabilities; Absence of Certain Changes or Events. No material liabilities or obligations (whether direct or indirect, accrued, contingent or otherwise) have been incurred with respect to the CS&L Business other than such liabilities and obligations as have been disclosed prior to the date hereof. Since January 1, 2014, there has not been any effect, change, fact, event, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to result in a material adverse effect on the CS&L Business.
No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) Neither the Company nor any Company Subsidiary has any Liability except for (i) Liabilities included or reserved against in the Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after the Balance Sheet Date, (iii) forward-looking Liabilities arising from (but excluding Liabilities arising from any breach that has occurred) Contracts to the extent related to the Business, (iv) Liabilities arising from the consummation of the transactions contemplated by the Transaction Documents, (v) Liabilities for Taxes, or (vi) Liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(b) Since the Balance Sheet Date, there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
(c) Since the Balance Sheet Date through the date hereof and except for any actions required pursuant to Section 6.10, the Company and the Company Subsidiaries have conducted the Business only in the ordinary course consistent with past practice and have not taken any action that, if taken between the date hereof and the Closing, would constitute a breach of Section 6.01(a)(other than clauses (i), (iii) or (iv) of Section 6.01(a)).
No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) Neither Purchaser or any of its Subsidiaries has any Liability that would be required by U.S. GAAP to be reflected or reserved against on a consolidated balance sheet of Purchaser and its Subsidiaries prepared in accordance with U.S. GAAP, except for (i) Liabilities included or reserved against in Purchaser Financial Statements, (ii) Liabilities incurred in the ordinary course of business after September 30, 2018, (iii) as permitted or contemplated by this Agreement or the Battery Agreement, including Liabilities in respect of the Transaction Financing or financing for the transactions contemplated by the Battery Agreement, (iv) Liabilities that will be discharged or paid off in full prior to or at the Closing, or (v) Liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Purchaser Material Adverse Effect.
(b) Since September 30, 2018, there has not been any event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect.
No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) The Company and the Company Subsidiaries do not have any Liabilities that would have been required in accordance with GAAP to be recorded in, reserved against or otherwise reflected on the balance sheet as of September 30, 2011 included in the Financial Statements and were not so recorded, reserved against or reflected, other than (i) Liabilities incurred in the ordinary course of business after September 30, 2011 and (ii) Liabilities contemplated by this Agreement and the transactions contemplated hereby.
(b) Except as set forth on Schedule 5.8(b), from December 31, 2010 through the date of this Agreement, (i) the Business has been carried on and conducted, in all material respects, in the ordinary course of business and (ii) there has not been any change, effect, occurrence, development, state of circumstances, fact, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
No Undisclosed Liabilities; Absence of Certain Changes or Events. (a) The Buyer and the Buyer Subsidiaries do not have any Liabilities that would have been required in accordance with GAAP to be recorded in, reserved against or otherwise reflected on the balance sheet as of November 30, 2011 of the Buyer and its consolidated Subsidiaries included in or incorporated by reference into the Buyer SEC Reports and that were not so recorded, reserved against or reflected, other than (i) Liabilities incurred in the ordinary course of business after November 30, 2011 and (ii) Liabilities contemplated by this Agreement and the transactions contemplated hereby.
(b) Since May 31, 2011, through the date of this Agreement, (i) the business of the Buyer has been carried on and conducted, in all material respects, in the ordinary course of business and (ii) there has not been any change, effect, occurrence, development, state of circumstances, fact, condition or event that has had or would reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.
No Undisclosed Liabilities; Absence of Certain Changes or Events. No material liabilities or obligations (whether direct or indirect, accrued, contingent or otherwise) have been incurred with respect to the FCPT Business other than the Assumed Liabilities and such other liabilities and obligations as have been disclosed prior to the date hereof. Since June 1, 2015, there has not been any effect, change, fact, event, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to result in a material adverse effect on the FCPT Business taken as a whole.
