Common use of No Undisclosed Liabilities; Indebtedness Clause in Contracts

No Undisclosed Liabilities; Indebtedness. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except for normal and recurring liabilities incurred since the date of the Company Balance Sheet in the Ordinary Course of Business, the Company does not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that, individually or in the aggregate, are reasonably likely to have a Company Material Adverse Effect. (b) Section 3.5(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 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. 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. All of the outstanding indebtedness of the type described in this Section 3.5(b) of the Company may be prepaid by the Company 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) Except as Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether accrued, absolute, contingent, mature, immature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured (individually, a “Liability” and collectively, the “Liabilities”), except for (i) liabilities and obligations that are specifically disclosed in the Company SEC Reports filed prior to the date of this Agreement, type and except for normal and recurring liabilities incurred since the date of amount on the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of BusinessBusiness since September 30, the Company does 2005, that are not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, thatcould not, individually or in the aggregateaggregate with all other liabilities and obligations of the Company and its Subsidiaries, are reasonably likely 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 3.5(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 in an aggregate principal amount in excess or any of $20,000 its Subsidiaries 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, “indebtednessIndebtedness” means, with respect to any personPerson, without duplication, (A) all obligations of such person Person for borrowed money, or with respect to deposits or advances of any kind to such personPerson, (B) all obligations of such person Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person Person upon which interest charges are customarily paid, (D) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (E) all obligations of such person Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person Person or creditors for raw materials, inventory, services and supplies incurred in the Ordinary Course of Business), (F) all capitalized lease obligations of such personPerson, (G) all obligations of others secured by any lien on property or assets owned or acquired by such personPerson, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person 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, Person and (J) all guarantees and arrangements having the economic effect of a guarantee by such person Person of any indebtedness Indebtedness of any other personPerson. All of the outstanding indebtedness Indebtedness of the type described in this Section 3.5(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) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except for normal and recurring liabilities incurred since the date of the Company Balance Sheet in the Ordinary Course of Business, the The Company does not have any liabilities, either obligations or liabilities (whether or not accrued, contingent or otherwise (otherwise, and whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that, individually or except for: (i) liabilities disclosed in the aggregatefinancial statements contained in the Company Financial Statements; (ii) liabilities incurred in the Ordinary Course of Business since the date of the Unaudited Balance Sheet; (iii) liabilities in respect of the Company’s transaction expenses with respect to the items set forth in Section 2.20(b) of the Stockholder Disclosure Schedule; and (iv) liabilities that have not had, are and would not reasonably likely be expected to have result in, a Company Material Adverse Effect. (b) Section 3.5(b2.6(b) of the Company Stockholder 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 for borrowed money of the Company 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. For purposes of this SectionSection 2.6(b), “indebtedness” means, with respect to any person, without duplication, (Ai) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (Bii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (Ciii) all obligations of such person upon which interest charges are customarily paid, (Div) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (Ev) 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. All of the outstanding indebtedness of the type described in this Section 3.5(b) of the Company may be prepaid by the Company 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) Except as disclosed in Neither the Company SEC Reports filed prior to the date nor any of this Agreement, and except for normal and recurring its Subsidiaries has any obligations or liabilities incurred since the date of the Company Balance Sheet in the Ordinary Course of Business, the Company does (whether or not have any liabilities, either accrued, contingent or otherwise (otherwise, and whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that, individually or except for: (i) liabilities disclosed in the aggregatefinancial statements contained in the Company SEC Documents filed with the SEC on the SEC’s XXXXX system at least three business days prior to the date hereof; (ii) liabilities incurred in the Ordinary Course of Business since the date of the Company Balance Sheet; (iii) liabilities that have not had, are and would not reasonably likely be expected to have result in, a Company Material Adverse Effect; and (iv) liabilities set forth on Section 4.6(a) of the Company Disclosure Schedule. (b) Section 3.5(b4.6(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 for borrowed money of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $20,000 25,000 is outstanding or may be incurred and the respective principal amounts outstanding thereunder as of the date of this Agreement. For purposes of this SectionSection 4.6(b), “indebtedness” means, with respect to any person, without duplication, (Ai) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (Bii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (Ciii) all obligations of such person upon which interest charges are customarily paid, (Div) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (Ev) 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), (Fvi) all capitalized lease obligations of such person, (Gvii) 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, (Hviii) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (Ixi) all letters of credit issued for the account of such person, and (Jx) 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 of the type described in this Section 3.5(b4.6(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 person, and without payment of any premium or penalty.

No Undisclosed Liabilities; Indebtedness. (a) Except as Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether accrued, absolute, contingent, mature, immature or otherwise and whether known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured (individually, a “Liability” and collectively, the “Liabilities”), except for (i) liabilities and obligations that are specifically disclosed in the Company SEC Reports filed prior to the date of this Agreement, type and except for normal and recurring liabilities incurred since the date of amount on the Company Balance Sheet or in the notes thereto and (ii) liabilities and obligations incurred in the Ordinary Course of BusinessBusiness since September 30, the Company does 2005, that are not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, thatcould not, individually or in the aggregateaggregate with all other liabilities and obligations of the Company and its Subsidiaries, are reasonably likely 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 3.5(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 in an aggregate principal amount in excess or any of $20,000 its Subsidiaries 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, “indebtednessIndebtedness” means, with respect to any personPerson, without duplication, (A) all obligations of such person Person for borrowed money, or with respect to deposits or advances of any kind to such personPerson, (B) all obligations of such person Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person Person upon which interest charges are customarily paid, (D) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (E) all obligations of such person Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person Person or creditors for raw materials, inventory, services and supplies incurred in the Ordinary Course of Business), (F) all capitalized lease obligations of such personPerson, (G) all obligations of others secured by any lien on property or assets owned or acquired by such personPerson, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person 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, Person and (J) all guarantees and arrangements having the economic effect of a guarantee by such person Person of any indebtedness Indebtedness of any other personPerson. All of the outstanding indebtedness Indebtedness of the type described in this Section 3.5(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) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except for normal and recurring liabilities incurred since the date of the Company Balance Sheet in the Ordinary Course of Business, the Company does and its Subsidiaries do not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that, individually or in the aggregate, are reasonably likely to have a Company Material Adverse Effect. (b) Section 3.5(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 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. 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. All of the outstanding indebtedness of the type described in this Section 3.5(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) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except for normal and recurring liabilities incurred since the date of the Company Balance Sheet in the Ordinary Course of Business, the Company does and its Subsidiaries do not have any material liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that, individually or in the aggregate, are reasonably likely to have a Company Material Adverse Effect. (b) Section 3.5(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 of the Company or any of its Subsidiaries in an aggregate principal amount in excess of US $20,000 250,000 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). 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. All Except as set forth in Section 5.1, all of the outstanding indebtedness of the type described in this Section 3.5(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) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, and except for normal and recurring liabilities incurred since the date of the Company Balance Sheet entered into in the ordinary course of business consistent with past practice (the "Ordinary Course of Business"), the Company does not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, thatwhich, individually or in the aggregate, are reasonably likely to have a Company Material Adverse Effectexceed $100,000. (b) Section 3.5(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 in an aggregate principal amount in excess of $20,000 100,000 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, “"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. All of the outstanding indebtedness of the type described in this Section 3.5(b) of the Company may be prepaid by the Company at any time without the consent or approval of, or prior notice to, any other person, and without payment of any premium or penalty.