Common use of No Undisclosed Liabilities; Absence of Certain Changes or Events Clause in Contracts

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 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2017, (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 Amended 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.

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, 20172018, (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 Amended 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.

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 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 JurisdictionsBusiness) has any Liability that would be required by U.S. GAAP the Accounting Principles to be reflected or reserved against on a balance sheet prepared in accordance with U.S. GAAPthe Accounting Principles, except for (i) Liabilities included or reserved against in the Pre-Signing Financial Statements financial statements set out in Section 4.02(a) of the Seller Disclosure Letter or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 20172018, (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 Amended AgreementAgreement or the Ancillary Agreements, or (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.

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 Pre-Signing Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business after September 30, 2017, (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 Amended 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.