Common use of No Undisclosed Liabilities; Indebtedness Clause in Contracts

No Undisclosed Liabilities; Indebtedness. (a) Except as reflected or reserved against in the Financial Statements or as otherwise disclosed in Schedule 3.9(a), there are no liabilities against, relating to or affecting the Company or its assets and Properties, other than liabilities incurred in the ordinary course of business consistent with past practice that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Set forth on Schedule 3.9(b) of the Disclosure Schedules is a true and complete list of all Indebtedness of each Grantor outstanding immediately prior to the Closing that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness. Except as disclosed in Schedule 3.9(b) of the Disclosure Schedules, the Company is not in default, and no waiver of default is currently in effect, in the performance of any agreements related to, or in the payment of any principal or interest on, any Indebtedness and no event or condition exists with respect to any Indebtedness of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (c) Set forth on Schedule 3.9(c) of the Disclosure Schedules is a true and complete list of all Contingent Obligations of each Grantor outstanding immediately prior to the Closing that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate amount of such Contingent Obligations. Neither the Company nor any Subsidiary is in default under, and no waiver of default is currently in effect with respect to, any Contingent Obligations or agreements related thereto. No event or condition exists with respect to any Contingent Obligations of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Contingent Obligations to become fixed, due and payable. (d) Except as set forth on Schedule 3.9(d) of the Disclosure Schedules and as set forth herein, the Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien.

No Undisclosed Liabilities; Indebtedness. (a) Except as reflected for obligations or reserved against in the Financial Statements or as otherwise disclosed in Schedule 3.9(a), there are no liabilities against, relating to or affecting the Company or its assets and Properties, other than liabilities incurred in the ordinary course of business consistent with past practice that could not reasonably be expected to havepractices (which are not, individually or in the aggregate, material in amount and which do not relate to or arise from any breach or violation of applicable Law by the Company) since the date of the Most Recent Balance Sheet, the Company has no material liabilities or obligations, secured or unsecured (whether absolute, accrued, known or unknown, contingent or otherwise, and whether due or to become due) which are required to be set forth on a Material Adverse Effectbalance sheet in accordance with GAAP that are not fully reflected or provided for on the Most Recent Balance Sheet. (b) Set Schedule 2.15 sets forth on Schedule 3.9(b) all of the Disclosure Schedules is a true and complete list of all Indebtedness of each Grantor outstanding immediately prior to the Closing that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness. Except as disclosed in Schedule 3.9(b) of the Disclosure Schedules, the Company is not in default, and no waiver of default is currently in effect, in the performance of any agreements related to, or in the payment of any principal or interest on, any Indebtedness and no event or condition exists with respect to any Indebtedness of the Company that would permit (as of the date hereof. All Indebtedness of the Company may be prepaid at any time and without any notice without premium or that penalty. All of the Closing Indebtedness may be paid in full at the Closing without the consent of the holders thereof, and upon such payment all rights therein or with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of paymentrespect thereto will be extinguished. (c) Set forth on Schedule 3.9(c) of the Disclosure Schedules is a true and complete list of all Contingent Obligations of each Grantor outstanding immediately prior to the Closing that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate amount of such Contingent Obligations. Neither the Company nor 2.15 describes any Subsidiary is in default underloans, and no waiver of default is currently in effect with respect to, any Contingent Obligations grants or agreements related thereto. No event or condition exists with respect to any Contingent Obligations of benefits received by the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Contingent Obligations to become fixed, due and payable. (d) Except as set forth on Schedule 3.9(d) of the Disclosure Schedules and as set forth herein, for which the Company has applied or intends to apply under or in connection with the CARES Act, the Families First Corona Virus Response Act, the Coronavirus Preparedness and Response Supplemental Appropriations Act, the Payroll Tax Executive Order or any other Law enacted or promulgated in response to or in connection with COVID-19 (any and all such loan, grants or other benefits being referred to as “Stimulus Benefits”), including a loan under the Paycheck Protection Program, employer payroll tax deferral, employee retention tax credits, net operating loss carrybacks or other tax benefits, an Economic Injury Disaster Loan, or a loan from the Main Street Loan Program being administered by the Federal Reserve Bank. The Company has provided Buyer with copies of all applications and documentation submitted by it in connection with an application for, or compliance with the terms for the receipt of, Stimulus Benefits. All representations, certifications and other statements made by the Company in connection with the application for, or compliance with the terms of, any Stimulus Benefit were true and correct at the time made. The Company is not agreed nor has it been in violation of the terms of any Stimulus Benefit granted. The Company has not been made the subject of or consented to cause received any notice of any audit or permit review by any Governmental entity or payor in the future (upon the happening of a contingency or otherwise) connection with any of its Property, whether now owned or hereafter acquired, to be subject to a LienStimulus Benefits. The Company has utilized all Stimulus Benefits in accordance with all applicable Laws.

No Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Section 2.6(a) of the Disclosure Schedule, the Company has no obligations or liabilities (whether or not absolute, accrued, contingent, determined, determinable, unliquidated or otherwise, whether known or unknown, whether due or to become due, whether or not required to be reflected in financial statements in accordance with GAAP and regardless of when or by whom asserted), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such an obligation or liability, except for: (i) liabilities that are fully reflected or reserved against provided for in the Company Financial Statements or as otherwise disclosed in Schedule 3.9(a), there are no liabilities against, relating to or affecting the Company or its assets Statements; and Properties, other than (ii) liabilities incurred in the ordinary course of business consistent with past practice that could not reasonably be expected to have, individually since the date of the Audited Balance Sheet and of a type reflected or provided for in the aggregateAudited Balance Sheet (none of which is a liability for breach of contract, a Material Adverse Effectbreach of warranty, tort, infringement, violation of law, claim or lawsuit), which in the aggregate are not in excess of $25,000 and which will be satisfied and discharged by the Company as of immediately prior to the Closing. (b) Set forth on Schedule 3.9(bSection 2.6(b) of the Disclosure Schedules is Schedule sets forth a true true, correct and complete list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any Indebtedness of each Grantor is outstanding immediately prior to or may be incurred and the Closing that is to remain respective principal amounts outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness. Except thereunder as disclosed in Schedule 3.9(b) of the Disclosure Schedules, date of this Agreement. All of the outstanding Indebtedness may be prepaid by the Company is not in defaultat any time without the consent or approval of, or prior notice to, any other Person, and no waiver of default is currently in effect, in the performance of any agreements related to, or in the without payment of any principal premium or interest on, any Indebtedness and no event or condition exists with respect to any Indebtedness of the Company that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of paymentpenalty. (c) Set forth on Schedule 3.9(cSection 2.6(c) of the Disclosure Schedules is a true and complete list of all Contingent Obligations of each Grantor outstanding immediately prior to Schedule sets forth the Closing that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate amount of such Contingent Obligations. Neither the Company nor any Subsidiary is in default under, and no waiver of default is currently in effect with respect to, any Contingent Obligations or agreements related thereto. No event or condition exists with respect to any Contingent Obligations Specified Indebtedness Amount as of the Company or any Subsidiary that would permit (or that with notice or the lapse date of time, or both, would permit) one or more Persons to cause such Contingent Obligations to become fixed, due and payablethis Agreement. (d) Except as set forth on Schedule 3.9(d) of the Disclosure Schedules and as set forth herein, the Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien.