Common use of No Undisclosed Liabilities; Indebtedness Clause in Contracts

No Undisclosed Liabilities; Indebtedness. (a) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for (i) liabilities and obligations that are specifically disclosed in type and amount on the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of Business since October 31, 2006, that are not and could not, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries (including liabilities under escheat and similar Laws). (b) Section 4.5(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and the respective principal amounts outstanding thereunder as of the date of this Agreement. All of the outstanding Indebtedness of the type described in this Section 4.5(b) of the Company and each of its Subsidiaries may be prepaid by the Company or its Subsidiary at any time without the consent or approval of, or prior notice to, any other Person, and without payment of any premium or penalty.

No Undisclosed Liabilities; Indebtedness. (a) Neither Except for normal and recurring liabilities incurred since the Company nor any date of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for (i) liabilities and obligations that are specifically disclosed in type and amount on the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of Business since October 31Business, 2006, that are not and could not, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries do not have any material liabilities, either accrued, contingent or otherwise (including whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, other than (i) liabilities under escheat reflected or reserved against in the Company Balance Sheet and similar Laws)notes thereto contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended Xxxxx 00, 0000, (xx) liabilities created by this Agreement or set forth in Section 3.26 of the Company Disclosure Schedule, and (iii) liabilities incurred after the Balance Sheet Date in the Ordinary Course and, from and after the execution and delivery of this Agreement, in compliance with the terms of this Agreement. (b) Section 4.5(b3.6(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount in excess of one hundred thousand dollars ($100,000) is outstanding or may be incurred and the respective principal amounts outstanding thereunder as of the date of this Agreement. For purposes of this Section 3.6, “indebtedness” means, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person or creditors for raw materials, inventory, services and supplies incurred in the Ordinary Course of Business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person other than Permitted Liens, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person, and (J) all guarantees and arrangements having the economic effect of a guarantee by such person of any indebtedness of any other person. All of the outstanding Indebtedness indebtedness of the type described in this Section 4.5(b3.6(b) of the Company and each of its Subsidiaries may be prepaid by the Company or its Subsidiary at any time without the consent or approval of, or prior notice to, any other Personperson, and without payment of any premium or penalty.

No Undisclosed Liabilities; Indebtedness. (a) Neither Except as disclosed in the Company nor any SEC Reports filed prior to the date of its Subsidiaries has any liabilities or obligations of any naturethis Agreement, whether or not accrued, contingent or otherwise, and except for (i) normal and recurring liabilities and obligations that are specifically disclosed in type and amount on incurred since the date of the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of Business since October 31Business, 2006the Company and its Subsidiaries do not have any liabilities, that are either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and could notwhether due or to become due, that, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiariesaggregate, are reasonably be expected likely to have a Company Material Adverse Effect. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries (including liabilities under escheat and similar Laws). (b) Section 4.5(b3.5(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $20,000 is outstanding or may be incurred and the respective principal amounts outstanding thereunder as of the date of this Agreement. All For purposes of the outstanding Indebtedness this Section, “indebtedness” means, with respect to any person, without duplication, (A) all obligations of the type described in this Section 4.5(b) of the Company and each of its Subsidiaries may be prepaid by the Company or its Subsidiary at any time without the consent or approval ofsuch person for borrowed money, or prior notice to, any other Person, and without payment with respect to deposits or advances of any premium kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or penalty.similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person or creditors for raw materials, inventory, services and supplies incurred in the Ordinary Course of Business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person, and

No Undisclosed Liabilities; Indebtedness. (a) Neither Except as disclosed in the Company nor any SEC Reports filed prior to the date of its Subsidiaries has any liabilities or obligations of any naturethis Agreement, whether or not accrued, contingent or otherwise, and except for (i) normal and recurring liabilities and obligations that are specifically disclosed in type and amount on incurred since the date of the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of Business since October 31Business, 2006, that are not and could not, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect. Without limiting the foregoing, the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations of the Company and its Subsidiaries do not have any material liabilities, either accrued, contingent or otherwise (including liabilities under escheat whether or not required to be reflected in financial statements in accordance with GAAP), and similar Laws)whether due or to become due. (b) Section 4.5(b3.5(b) of the Company Disclosure Schedule sets forth a complete and accurate list list, as of the date of this Agreement, of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments (i) pursuant to which any Indebtedness indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount in excess of US $250,000 is outstanding or may be incurred and the respective principal amounts outstanding thereunder as of the date of this AgreementAgreement or (ii) which creates or governs all securitization and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the Securities Act). All For purposes of this Section, “indebtedness” means, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person or creditors for raw materials, inventory, services and supplies incurred in the Ordinary Course of Business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person, and (J) all guarantees and arrangements having the economic effect of a guarantee by such person of any indebtedness of any other person. Except as set forth in Section 5.1, all of the outstanding Indebtedness indebtedness of the type described in this Section 4.5(b3.5(b) of the Company and each of its Subsidiaries may be prepaid by the Company or its Subsidiary at any time without the consent or approval of, or prior notice to, any other Personperson, and without payment of any premium or penalty.

No Undisclosed Liabilities; Indebtedness. (a) Neither Except (i) as disclosed, reflected or reserved against in the Balance Sheet or the Estimated Closing Date Working Capital Statement; (ii) for liabilities and obligations incurred since the Balance Sheet Date, in the ordinary course of business to the extent not material in amount or nature, individually or in the aggregate; (iii) as permitted or contemplated by this Agreement; and (iv) for liabilities or obligations that have been discharged or paid in full, neither the Company nor any of its Subsidiaries has any undisclosed liabilities or obligations of any nature, whether or not accrued, accrued or contingent that would be required to be reflected or otherwise, except for (i) liabilities and obligations that are specifically disclosed in type and amount reserved against on a consolidated balance sheet of the Company Balance Sheet or prepared in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of Business since October 31accordance with GAAP, 2006, that are other than those which would not and could notreasonably be expected to have, individually or in the aggregate with all other liabilities and obligations of the Company and its Subsidiariesaggregate, reasonably be expected to have a Company Material Adverse Effect. Without limiting . (b) Section 3.6(b) of the foregoingSeller Disclosure Letter sets forth a true and complete list as of January 4, 2013 (other than obligations of a type set forth in clauses (A) and (B) of the Company Balance Sheet reflects reasonable reserves in accordance with GAAP for contingent liabilities relating to pending litigation and other contingent obligations definition of Indebtedness, which are listed as of December 27, 2012), of all Indebtedness of the Company and its Subsidiaries (including liabilities under escheat and similar Laws). (b) Section 4.5(b) of other than any Indebtedness from which the Company Disclosure Schedule sets forth a complete and accurate list of its Subsidiaries will be released at the Closing), including all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant capital leases to which the Company or any Indebtedness of its Subsidiaries are a party or by which any asset of the Company or any of its Subsidiaries is outstanding bound, but excluding any Indebtedness solely between or may be incurred and the respective principal amounts outstanding thereunder as of the date of this Agreement. All of the outstanding Indebtedness of the type described in this Section 4.5(b) among any of the Company and each of its Subsidiaries may be prepaid by the Company or its Subsidiary at any time without the consent or approval of, or prior notice to, any other Person, and without payment of any premium or penaltySubsidiaries.