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

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June 30, 2003 in the ordinary course of business consistent with past practices. Except as disclosed in Company SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.1, since June 30, 2003, (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30, 2003, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June 30March 31, 2003 2005 in the ordinary course of business consistent with past practicespractices that are not, individually or in the aggregate material. Except as disclosed in Company SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.15.1 hereof, since June 30March 31, 20032005, (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June 30March 31, 2003 2005 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.15.1 hereof; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30March 31, 20032005, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June 30, 2003 in the ordinary course of business consistent with past practices. Except as disclosed in Company SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.1, since June 30, 2003, (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s 's capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30, 2003, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company Parent SEC Reports filed prior to the date hereofhereof and except for the Debenture Transaction, neither the Company Parent nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, otherwise that would be required by GAAP United States generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company Parent and its consolidated Subsidiaries subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June September 30, 2003 2002, in the ordinary course of business consistent with past practices. Except as disclosed in Company the Parent SEC Reports filed prior to the date hereof, except for the Debenture Transaction and except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby hereby, or except as permitted by Section 5.14.2, since June September 30, 20032002, (i) the Company Parent and its Parent Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the CompanyParent’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company Parent or any of its Parent Subsidiaries during the period from June September 30, 2003 2002 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.14.2; and (iv) except as required by GAAPUnited States generally accepted accounting principles, there has not been any change by the Company Parent in accounting principles, practices or methods. Since June September 30, 20032002, there has not been a Material Adverse Effect on the CompanyParent.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries has any no liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June September 30, 2003 in the ordinary course of business consistent with past practices. Except as disclosed in Company SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.1, since June September 30, 2003, (i) the Company and has conducted its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s 's capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June September 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June September 30, 2003, there has not been a Material Adverse Effect on the Company.

No Undisclosed Liabilities; Absence of Changes. (a) Except as disclosed for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of the Company included on its Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2021, or any subsequent SEC Reports Document filed prior to the date hereof, neither (ii) liabilities incurred since September 30, 2021, in the Ordinary Course of Business, and (iii) liabilities incurred in connection with the negotiation, execution and delivery of the Mezzanine Assignment, Senior Amendment, or this Agreement and the transactions contemplated hereby, the Company nor any of and its Subsidiaries has do not have any liabilities or obligations of any naturenature whatsoever (whether accrued, whether or not accruedabsolute, contingent or otherwise, ) that would be are required by GAAP to be reflected on a consolidated in the Company’s financial statements in accordance with GAAP, and there are no Liabilities, transactions, arrangements or other relationships between the Company and/or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its SEC Documents and is not so disclosed. (b) Since September 30, 2021, (i) there has not been any action or omission of the Company and or any of its consolidated Subsidiaries (including the notes thereto)that, other than liabilities and obligations incurred since June 30, 2003 individually or in the ordinary course of business consistent with past practices. Except as disclosed in Company SEC Reports filed prior to the date hereofaggregate, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.1has had a Material Adverse Effect, since June 30, 2003, and (iii) the Company and its Subsidiaries have conducted their business only operated in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment Ordinary Course of any dividend or other distribution Business in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30, 2003, there has not been a Material Adverse Effect on the Companyall material respects.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in ---------------------------------------------- publicly disclosed, as of September 30, 1997, none of the Company SEC Reports filed prior to the date hereof, neither the Company nor any of or its Subsidiaries has had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto)) or which would have, other than liabilities and obligations incurred since June 30, 2003 individually or in the ordinary course of business consistent with past practicesaggregate, a Material Adverse Effect on the Company. Except as publicly disclosed in Company SEC Reports filed prior to by the date hereofCompany, except for liabilities incurred in connection with this Agreement the adoption of the Summit Care Corporation Special Severance Pay Plan, a copy of which has been provided to Acquisition or Parent (the transactions contemplated hereby or "Employee Severance Plan") and except as permitted by Section 5.1set forth on Schedule 3.8 of the Disclosure Schedule, since June September 30, 20031997, (i) none of the Company or its Subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which would have, and there have been no events, changes or effects with respect to the Company or its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect on the Company. Except as publicly disclosed, except as disclosed on Schedule 3.8 and Schedule 5.1 of the Disclosure Schedule and except for the acquisition of the Briarcliff Nursing and Rehabilitation Center located at or near McAllen, Texas and the adoption of the Employee Severance Plan, since September 30, 1997, the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, course consistent with past practice and there has not been any declarationevent, setting aside occurrence or payment development or state of any dividend circumstances or other distribution facts as described in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iiiSections 5.1(a) there has not been any action by the Company or any of its Subsidiaries during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30, 2003, there has not been a Material Adverse Effect on the Company5.1(l).

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company Parent SEC Reports filed prior to the date hereof, neither the Company Parent nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company Parent and its consolidated Subsidiaries subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June September 30, 2003 in the ordinary course of business consistent with Table of Contents past practices. Except as disclosed in Company Parent SEC Reports filed prior to the date hereof, except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby or except as permitted by Section 5.15.2, since June September 30, 2003, : (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the CompanyParent’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; and (iiiii) there has not been any action by the Company Parent or any of its Subsidiaries subsidiaries during the period from June September 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods5.2. Since June September 30, 2003, there has not been a Material Adverse Effect on the CompanyParent.

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in publicly disclosed, as of September 30, 1997, none of the Company SEC Reports filed prior to the date hereof, neither the Company nor any of or its Subsidiaries has had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto)) or which would have, other than liabilities and obligations incurred since June 30, 2003 individually or in the ordinary course of business consistent with past practicesaggregate, a Material Adverse Effect on the Company. Except as publicly disclosed in Company SEC Reports filed prior to by the date hereofCompany, except for liabilities incurred in connection with this Agreement the adoption of the Summit Care Corporation Special Severance Pay Plan, a copy of which has been provided to Acquisition or Parent (the transactions contemplated hereby or "Employee Severance Plan") and except as permitted by Section 5.1set forth on Schedule 3.8 of the Disclosure Schedule, since June September 30, 20031997, (i) none of the Company or its Subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which would have, and there have been no events, changes or effects with respect to the Company or its Subsidiaries having, individually or in the aggregate, a Material Adverse Effect on the Company. Except as publicly disclosed, except as disclosed on Schedule 3.8 and Schedule 5.1 of the Disclosure Schedule and except for the acquisition of the Briarcliff Nursing and Rehabilitation Center located at or near McAllen, Texas and the adoption of the Employee Severance Plan, since September 30, 1997, the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, course consistent with past practice and there has not been any declarationevent, setting aside occurrence or payment development or state of any dividend circumstances or other distribution facts as described in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iiiSections 5.1(a) there has not been any action by the Company or any of its Subsidiaries during the period from June 30, 2003 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.1; and (iv) except as required by GAAP, there has not been any change by the Company in accounting principles, practices or methods. Since June 30, 2003, there has not been a Material Adverse Effect on the Company5.1(l).

No Undisclosed Liabilities; Absence of Changes. Except as disclosed in the Company SEC Reports filed prior to the date hereof, neither the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, otherwise that would be required by GAAP United States generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries (including the notes thereto), other than liabilities and obligations incurred since June 30August 31, 2003 2002, in the ordinary course of business consistent with past practices. Except as disclosed in Company SEC Reports filed prior to the date hereof, except or for liabilities incurred in connection with this Agreement or the transactions contemplated hereby hereby, or except as permitted by Section 5.14.1, since June 30August 31, 20032002, (i) the Company and its Subsidiaries have conducted their business only in the ordinary course; (ii) through the date hereof, there has not been any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company’s capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof; (iii) there has not been any action by the Company or any of its Subsidiaries during the period from June 30August 31, 2003 2002 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 5.14.1; and (iv) except as required by GAAPUnited States generally accepted accounting principles, there has not been any change by the Company in accounting principles, practices or methods. Since June 30August 31, 20032002, there has not been a Material Adverse Effect on the Company.