Common use of No Undisclosed Liabilities Clause in Contracts

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC).

No Undisclosed Liabilities. (a) Except (i) Except for obligations and liabilities (i) as reflected or reserved against in the CompanyPartnership’s most recent consolidated balance sheet as of June 30, 2021 (the “Balance Sheet Date”) (including the notes thereto) included in or incorporated by reference into the Company ReportsPartnership SEC Documents, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, (iii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business, (iv) incurred pursuant to Contracts for liabilities and obligations that have been discharged or Licenses binding on paid in full or (v) as expressly permitted or required by this Agreement, neither the Company or Partnership nor any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities Subsidiary of the Company Partnership has any liabilities or obligations of any of its Subsidiariesnature, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not otherwise, that would be required by GAAP to be disclosed or any reflected on a consolidated balance sheet of the Partnership and its consolidated Subsidiaries (including the notes thereto), other facts or circumstances than those that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Partnership Material Adverse Effect. (iib) Neither the Company Partnership nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company Partnership and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangement” (as defined financing arrangements, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Partnership in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)Partnership’s published financial statements or any Partnership SEC Documents.

No Undisclosed Liabilities. (a) Except as reflected in the Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) which are required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto, other than (i) Except for any liabilities and obligations and liabilities (i) reflected or reserved against in incurred since the Company’s most recent consolidated balance sheet included in or incorporated by reference into date of the Company Reports, (ii) incurred Balance Sheet in the Ordinary Course of Business since the date of such consolidated balance sheetCompany’s Business, (ii) any liabilities or obligations incurred in connection with the transactions contemplated by this Agreement and (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, not reasonably be expected to result inhave, a Company Material Adverse Effect. (iib) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract (including any Contract relating to any transaction transaction, arrangement or relationship between or among the Company and or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any “off-balance sheet arrangement” (as defined of its Subsidiaries in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)Company’s consolidated financial statements.

No Undisclosed Liabilities. (a) Except (i) Except for obligations and liabilities (i) as reflected or reserved against in the CompanyParent’s most recent consolidated balance sheet as of the Balance Sheet Date (including the notes thereto) included in or incorporated by reference into the Company ReportsParent SEC Documents, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, (iii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business, (iv) incurred pursuant to Contracts for liabilities and obligations that have been discharged or Licenses binding on the Company paid in full or (v) as expressly permitted or required by this Agreement, neither Parent nor any Subsidiary of its Subsidiaries Parent has any liabilities or pursuant to which their respective properties and assets are bound (other than those resulting from a breach obligations of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiariesnature, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not otherwise, that would be required by GAAP to be disclosed or any reflected on a consolidated balance sheet of Parent and its consolidated Subsidiaries (including the notes thereto), other facts or circumstances than those that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Parent Material Adverse Effect. (iib) Neither the Company Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangement” (as defined financing arrangements, where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)Parent’s published financial statements or any Parent SEC Documents.

No Undisclosed Liabilities. (a) No Brand Company has any claims or Liabilities of any nature, other than Liabilities (i) Except for obligations and liabilities (i) reflected or reserved against in specifically identified on the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company ReportsInterim Balance Sheet, (ii) incurred by such Brand Company in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheetInterim Balance Sheet Date, (iii) permitted relating to the performance under Material Contracts that have not yet been fully performed and under which such Brand Company is not in accordance breach or default (without giving effect to any grace period or requirement with this Agreement or respect to the giving of notice contained therein), (iv) incurred pursuant by any Brand Company in connection with the Contemplated Transactions and satisfied on or prior to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound Closing Date, (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities v) as set forth in Section 5.06 of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims againstDisclosure Schedule, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, (vi) less than $50,000 individually and would not, individually or $250,000 in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither . None of the Company nor any of its Subsidiaries Brand Companies is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliatearrangement, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-S K promulgated by the SECSecurities and Exchange Commission). (b) There are no pending claims and, to the Knowledge of Seller, no facts that would reasonably entitle any director or officer of Seller or the Brand Companies to indemnification by any of the Brand Companies under Applicable Law, the Organizational Documents of any Brand Company, any Brand Insurance Policies, or any indemnity agreements of any Brand Company or similar agreements to which any Brand Company is a party or by which any of its properties or assets is or may be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)bound.

No Undisclosed Liabilities. (i) Except for The Company and its Subsidiaries have no liabilities or obligations and liabilities (i) of any nature required to be reflected or reserved against on a balance sheet (or the notes thereto) prepared in accordance with GAAP, other than liabilities (a) reflected or otherwise reserved against in the Company’s most recent Audited Company Balance Sheet or in the consolidated balance sheet financial statements of the Company and its Subsidiaries (including the notes thereto) included in or incorporated by reference into the Company SEC Reports, ; (iib) arising pursuant to this Agreement or incurred in connection with the Offer or the Merger (including any Transaction Litigation); (c) incurred in the Ordinary Course ordinary course of Business since the date of such consolidated balance sheetbusiness on or after January 1, (iii) permitted in accordance with this Agreement 2021; or (ivd) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, have a Company Material Adverse Effect. (ii) . Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateaffiliate, including any structured finance, special purpose or limited purpose entityentity or person, on the other hand hand, or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such Contract is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Reports.

No Undisclosed Liabilities. (a) Except as reflected or specifically reserved against or disclosed in the balance sheet of the Company dated September 30, 2024 included in the Form 10-Q filed by the Company with the SEC on November 7, 2024 (or described in the notes thereto) or as reflected or specifically reserved against or disclosed in the balance sheet of the Company dated December 31, 2023 included in the Form 10-K filed by the Company with the SEC on February 16, 2024 (or described in the notes thereto), neither the Company nor any of its Subsidiaries has any Liabilities except (i) Except for obligations and liabilities (i) reflected or reserved against Liabilities incurred since September 30, 2024 in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reportsordinary course consistent with past practice, (ii) Liabilities incurred in connection with the Ordinary Course of Business since Transaction Documents or the date of such consolidated balance sheet, transactions contemplated hereby and thereby or (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances Liabilities that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, have a Company Material Adverse Effect. (ii) ; provided, that in no event shall any Liability of Parent, the Portfolio Company, GCI or any of their respective Subsidiaries be deemed a Liability of the Company or any of its Subsidiaries for purposes of this Section 3.7(a). Neither the Company nor any of its Subsidiaries is a party to, or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or legally binding arrangement (including any Contract or legally binding arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any material “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SECExchange Act)), where the result, purpose or intended effect of such Contract or legally binding arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of the Company or any of its Subsidiaries. (b) Section 3.7(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all expenses and Liabilities of the Company or any of its Non-GCI Subsidiaries that would be required are equal to be disclosed under Item 303 or exceed $10,000,000 in any twelve (12) month period since the Lookback Date. (c) To the Company’s Knowledge, neither the Company nor any of Regulation S-K promulgated by its Subsidiaries has incurred or accrued any material Liabilities pursuant to the SEC)Contract underlying the Indemnification Agreement Joinder.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) as reflected or specifically reserved against in the Company’s most recent consolidated balance sheet of Parent dated September 30, 2024 included in the Form 10-Q filed by Parent with the SEC on November 1, 2024 (or incorporated by reference into the Company Reports, (ii) incurred described in the Ordinary Course of Business since the date of such consolidated balance sheetnotes thereto), (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or neither Parent nor any of its Subsidiaries has any Liabilities except (a) Liabilities incurred since September 30, 2024 in the ordinary course consistent with past practice, (b) Liabilities incurred in connection with the Transaction Documents or pursuant to which their respective properties the transactions contemplated hereby and assets are bound thereby or (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances c) Liabilities that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, have a Parent Material Adverse Effect. (ii) ; provided, that in no event shall any Liability of the Portfolio Company or any of its Subsidiaries be deemed a Liability of Parent or any of its Subsidiaries for purposes of this Section 4.6. Neither the Company Parent nor any of its Subsidiaries is a party to, or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or legally binding arrangement (including any Contract or legally binding arrangement relating to any transaction or relationship between or among the Company Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any material “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such Contract or legally binding arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material Liabilities of, Parent or any of its Subsidiaries in the SEC)Parent Financial Statements or Parent SEC Documents.

No Undisclosed Liabilities. (ia) Except for As of October 31, 2016, there were no, and since such date there have not been any, liabilities or obligations and liabilities of any kind, whether accrued, contingent, absolute, inchoate or otherwise (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reportseach a “Liability,” and, (ii) incurred in the Ordinary Course collectively, “Liabilities”), of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries that would be required to be reflected or pursuant to which their respective properties and assets are bound (other than those resulting from reserved against in a breach of such Contract or License), there are no obligations or liabilities consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP or any of its Subsidiariesin the notes thereto, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be other than: (i) Liabilities disclosed or any provided for on the Company Balance Sheet or the notes thereto set forth in the Company SEC Documents; (ii) Liabilities incurred since October 31, 2016 in the ordinary course of business; (iii) Liabilities incurred in connection with the Transactions or as expressly permitted or contemplated by this Agreement; (iv) Liabilities and obligations solely between the Company and its wholly-owned Subsidiaries or among wholly-owned Subsidiaries of the Company; and (v) other facts or circumstances Liabilities that would not have or reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. (iib) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand), or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required 1934 Act), where the result, purpose or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material Liabilities of, the SEC)Company or any of its Subsidiaries, taken as a whole, in its published financial statements or other Company SEC Documents.

No Undisclosed Liabilities. Except as set forth in Section 5.8 of the Company's Disclosure Letter, there exist no liabilities or obligations of the Company and its Subsidiaries that are Material to the Company, whether accrued, absolute, contingent or otherwise, which would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial statements of the Company (iincluding the notes thereto) Except as of and for the period ended on the date this representation and warranty is given or required to be true to satisfy any condition to the Offer or the Merger, other than (a) liabilities or obligations and liabilities (i) reflected that are adequately reflected, reserved for or reserved against disclosed in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports's Consolidated Financial Statements and, (iib) liabilities or obligations incurred in the Ordinary Course ordinary course of Business business of the Company since the date Balance Sheet Date not in violation of this Agreement. Except as set forth in Section 5.8 of the Company's Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability for any discontinued operations (as such consolidated balance sheet, (iii) permitted term is used in accordance with this Agreement GAAP) or (iv) incurred pursuant with respect to Contracts any business, properties or Licenses binding on assets formerly owned or operated by the Company or any of its Subsidiaries or pursuant with respect to which their respective properties and assets are bound (other than those resulting from a breach of such Contract any acquiree or License), there are no obligations or liabilities predecessor of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, aggregate have a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, Effect on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC).Company. AGREEMENT AND PLAN OF MERGER

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company SEC Reports, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business since March 31, 2012, (c) for liabilities arising under the terms of any Company Material Contract other than liabilities or obligations due to breaches thereunder, or (d) for liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, including the Merger, as of the date of such consolidated balance sheethereof, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on neither the Company or nor any of its Subsidiaries has any liabilities or pursuant to which their respective properties and assets are bound (other than those resulting from a breach obligations of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiariesnature, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not otherwise, that would be required by GAAP to be disclosed reflected or any reserved against on a consolidated balance sheet (or the notes thereto) of the Company, other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and than those which would not, individually or in the aggregate, reasonably be expected to result in, be material to the Company and its Subsidiaries taken as a Material Adverse Effect. (ii) whole. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership agreement or any similar Contract contract (including any Contract contract relating to any transaction transaction, arrangement or relationship between or among the Company and or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any “off-balance sheet arrangement” (as defined of its Subsidiaries in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)Company’s consolidated financial statements.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) matters reflected or reserved against in the Company’s most recent audited consolidated balance sheet of the Company (or the notes thereto) included in or incorporated by reference into the SEC Documents filed prior to the date hereof, neither the Company Reportsnor any of its Subsidiaries has any liabilities or obligations (whether accrued, absolute, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (iiincluding the notes thereto) except liabilities and obligations that (a) were incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated the most recent audited balance sheet, (iiib) permitted are incurred in accordance connection with this Agreement the Transactions or (ivc) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, have not had and would not have a Company Material Adverse Effect. (ii) Neither . Other than as disclosed in Section 4.07 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-material off balance sheet partnership partnership, joint venture or any similar Contract arrangement (including any Contract relating to any transaction or relationship between or among the Company and and/or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateother Person, including any structured finance, special purpose or limited purpose entityPerson, on the other hand hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECSecurities Act)).

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) As of the date hereof, except as reflected or reserved against in the Company’s most recent consolidated balance sheet of the Company dated December 31, 2016 included in or incorporated the Form 10-K filed by reference into the Company Reportswith the SEC on February 24, 2017 (ii) incurred or described in the Ordinary Course of Business since the date of such consolidated balance sheetnotes thereto), (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on neither the Company or nor any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities has any Liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not type required to be disclosed or any other facts or circumstances in the liabilities column of a balance sheet prepared in accordance of with GAAP except (a) Liabilities incurred since December 31, 2016, in the ordinary course of business consistent with past practice, (b) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby and (c) Liabilities that would not reasonably be expected to result in any claims against, or obligations or liabilities of, be material to the Company or any of and its Subsidiaries, except taken as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) whole. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any material “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such Contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Company Financial Statements or Company SEC Documents.

No Undisclosed Liabilities. Except (i) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated balance sheet sheets as of December 31, 2009 or September 30, 2010 (or the notes thereto) included in or incorporated by reference into the Company ReportsSEC Documents filed prior to the date hereof, (ii) incurred for liabilities and obligations arising under this Agreement or the performance by the Company of its obligations in accordance with the Ordinary Course terms of Business since the date of such consolidated balance sheetthis Agreement, (iii) permitted for liabilities and obligations incurred in accordance the ordinary course of business consistent with this Agreement or past practice since September 30, 2010, (iv) incurred pursuant for liabilities arising from any action specifically permitted under the exceptions to Contracts or Licenses binding on the covenants set forth in Section 5.1(b), (v) for fees and expenses of appraisers, investment bankers, attorneys, accountants and other consultants engaged by the Company in connection with the transactions contemplated by this Agreement, (vi) for liabilities or any of its Subsidiaries or pursuant to which their respective properties and assets are bound obligations under Company Material Contracts (as hereinafter defined), other than those resulting from a breach in the case of such Contract material breaches or License)defaults by the Company, and (vii) for liabilities or obligations that have been discharged or paid in full in the ordinary course of business, neither the Company nor any Subsidiary of the Company has any material liabilities or obligations of any nature, whether or not accrued, contingent, or otherwise, whether known or unknown and whether due or to become due. Subject to the disclosures set forth in Section 3.5(a) of the Company Disclosure Schedule, there are no obligations or liabilities unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not any type (including any off-balance sheet arrangement required to be disclosed or any other facts or circumstances that would reasonably be expected pursuant to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a303(a)(4) of Regulation S-K promulgated by under the SECSecurities Act) that would be required have not been disclosed in the Company SEC Documents nor any obligations to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)enter into such arrangements.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) reflected or reserved against as disclosed in the Company’s most recent consolidated balance sheet of the Company as of December 31, 2018 (the “Balance Sheet Date”) (including the notes thereto) included in or incorporated by reference into the Company ReportsSEC Documents, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheetBalance Sheet Date, (iiic) permitted in accordance with this Agreement for liabilities or (iv) obligations incurred pursuant to Contracts or Licenses arising under the terms of any Contract or Permit binding on upon the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or Licenseincluding any contingent indemnification obligations), there are no (d) for liabilities permitted or contemplated by this Agreement, (e) for liabilities or obligations which have been discharged or liabilities paid in full in the ordinary course of business consistent with past practice, as of the date of this Agreement and (f) for liabilities related to the Distribution, neither the Company or nor any of its SubsidiariesSubsidiaries has any liabilities or obligations of any nature, whether or not absolute, accrued, known, unknown, contingent or otherwise otherwise, and whether due or not to become due, that would be required by GAAP to be disclosed reflected or any reserved against on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries, other facts or circumstances that than those which would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. (ii) Neither . There are no unconsolidated Subsidiaries of the Company nor or any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or arrangements of any similar Contract type (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in arrangement required to be disclosed pursuant to Item 303(a303(a)(4) of Regulation S-K promulgated by under the SECSecurities Act) that would be required have not been so described in the Company SEC Documents nor any obligations to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)enter into any such arrangements.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) matters reflected or reserved against in the Company’s most recent consolidated balance sheet of the Company (or the notes thereto) included in or incorporated by reference into the SEC Documents filed prior to the date hereof, neither the Company Reportsnor any of its Subsidiaries has any liabilities or obligations (whether accrued, absolute, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (iiincluding the notes thereto) except liabilities and obligations that (a) were incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheet, (iiib) permitted are incurred in accordance connection with this Agreement the Transactions or (ivc) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, have or reasonably be expected to result in, have a Company Material Adverse Effect. (ii) Neither . Other than as disclosed in Section 4.07 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership partnership, joint venture or any similar Contract arrangement (including any Contract relating to any transaction or relationship between or among the Company and and/or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateother Person, including any structured finance, special purpose or limited purpose entityPerson, on the other hand hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECSecurities Act)).

No Undisclosed Liabilities. (ia) Except for As of December 31, 2016, there were no, and since such date there have not been any, liabilities or obligations of any kind, whether accrued, contingent, absolute, inchoate or otherwise (each, a “Liability,” and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reportscollectively, (ii) incurred in the Ordinary Course “Liabilities”), of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries that would be required to be reflected, or pursuant to which their respective properties and assets are bound (other than those resulting from reserved against, in a breach of such Contract or License), there are no obligations or liabilities consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with GAAP or in any of its Subsidiariesnote thereto, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be other than: (i) Liabilities disclosed or any provided for on the Company Balance Sheet or the notes thereto set forth in the Company SEC Documents; (ii) Liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business; (iii) Liabilities incurred in connection with the Transactions or as permitted or contemplated by this Agreement; (iv) Liabilities and obligations solely between the Company and its wholly owned Subsidiaries or among wholly owned Subsidiaries of the Company; (v) Liabilities which have been discharged or paid in full prior to the date of this Agreement; (vi) other facts or circumstances Liabilities that would not have or reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect; and (vii) other Liabilities that are expressly the subject of any other representation or warranty in this Article 3. (iib) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand), or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required 1934 Act), where the result, purpose or intended effect of such commitment, joint venture, partnership, Contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material Liabilities of, the SEC)Company or any of its Subsidiaries, taken as a whole, in its published financial statements or other Company SEC Documents.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course There are no Liabilities of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound of any nature whatsoever (other than those resulting from a breach of such Contract or License)whether accrued, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknowndetermined, contingent or otherwise and whether due or to become due) except for (i) Liabilities that are reflected or reserved against on the consolidated balance sheet of the Company and its Subsidiaries included in its Annual Report on Form 10-K for the annual period ended October 30, 2015 (including any notes thereto), (ii) Liabilities arising in connection with the transactions contemplated hereby or in connection with obligations under existing Contracts or applicable Law (other than any Liability that has arisen due to a breach or violation of any such Contract or Law), (iii) Liabilities incurred in the ordinary course of business since October 30, 2015, (iv) Liabilities that have been discharged or paid in full in the ordinary course of business and (v) Liabilities that have not required to be disclosed had or any other facts or circumstances that would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither . As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venturematerial, or to the Company’s knowledge, immaterial, off-balance sheet partnership partnership, joint venture or any similar Contract arrangement (including any Contract relating to any transaction or relationship between or among the Company and and/or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateother Person, including any structured finance, special purpose or limited purpose entityPerson, on the other hand hand), or any material, or to the Company’s knowledge, immaterial, “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECSecurities Act).

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) As of the date hereof, except as reflected or reserved against in the Company’s most recent consolidated balance sheet of Parent dated December 31, 2016 included in the Form 10-K filed by Parent with the SEC on February 28, 2017 (or incorporated by reference into described in the Company Reportsnotes thereto), neither Parent nor any of its Subsidiaries has any Liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance of with GAAP except (iia) Liabilities incurred since December 31, 2016, in the ordinary course of business consistent with past practice which would not reasonably be expected to have a Parent Material Adverse Effect and (b) Liabilities incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance connection with this Agreement or the transactions contemplated hereby and (ivc) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances Liabilities that would not reasonably be expected to result in any claims against, or obligations or liabilities of, be material to Parent and the Company or any of its QVC Group Subsidiaries, except taken as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) whole. Neither the Company Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any material “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such Contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Parent SEC Documents.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) reflected as reflected, disclosed or reserved against in the Company’s most recent consolidated balance sheet as of December 31, 2022 (as amended or restated, as applicable) or the notes thereto included in or incorporated by reference into the Company ReportsCompany’s most recent 10-K, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, violation of Law or misappropriation), since the date of such consolidated balance sheetDecember 31, 2022, (iiic) permitted for liabilities or obligations incurred in accordance connection with this Agreement and the transactions contemplated hereby or (iv) incurred pursuant to Contracts or Licenses binding on the process conducted by the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License)consider strategic alternatives, there are no obligations or liabilities including the sale of the Company and the negotiation, execution and delivery of this Agreement, (d) for liabilities or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances obligations that would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notbe, individually or in the aggregate, reasonably be expected material to result in, a Material Adverse Effect. (ii) Neither the Company nor any of and its Subsidiaries is taken as a party towhole or (e) as set forth in Section 4.10 of the Company Disclosure Letter, the Company and its Subsidiaries do not have any liabilities or has obligations of any commitment nature, whether or not accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to become be reflected on a party to, any joint venture, consolidated balance sheet (or disclosed in the notes thereto) of the Company. There are no off-balance sheet partnership or arrangements of any similar Contract (including any Contract relating type pursuant to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in arrangement required to be disclosed pursuant to Item 303(a303(a)(4) of Regulation S-K promulgated by under the SEC) Securities Act that would be required to be disclosed under Item 303 of Regulation S-K promulgated by have not been so described in the SEC)Company SEC Documents.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated balance sheet sheets (or the notes thereto) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, (b) as permitted or incorporated contemplated by reference into this Agreement, (c) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business and (d) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company Reports, (ii) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or nor any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities Subsidiary of the Company has any liabilities or obligations of any of its Subsidiariesnature, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not otherwise, that would be required by GAAP to be disclosed reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or any in the notes thereto), other facts or circumstances that than those which would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) material impact on the Company. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-–balance sheet partnership or any similar material Contract (including any material Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-–balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries, in the Company’s or any of its Subsidiary’s audited financial statements or other Company SEC Documents)). This Section 4.6 excludes any representation or warranty by the Company or any of its Subsidiaries or any Company Joint Venture with respect to matters relating to or arising under Environmental Laws or Hazardous Materials, which are addressed in Section 4.8.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) reflected as reflected, disclosed or reserved against in the Company’s most recent consolidated balance sheet as of September 30, 2020 (as amended or restated, as applicable) or the notes thereto included in or incorporated by reference into the Company ReportsCompany’s most recent 10-Q, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, violation of Law or misappropriation), since the date of such consolidated balance sheetSeptember 30, 2020, (iiic) permitted for liabilities or obligations incurred in accordance connection with this Agreement Agreement, the transactions contemplated hereby, the Unsolicited Proposal, the November Stockholder Meeting, the Senator and Cannae Consent Solicitation or (iv) incurred pursuant to Contracts or Licenses binding on the process conducted by the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License)consider strategic alternatives, there are no obligations or liabilities including the sale of the Company and the negotiation, execution and delivery of this Agreement, (d) for liabilities or obligations that would not have a Company Material Adverse Effect or (e) as set forth in Section 4.10 of the Company Disclosure Letter, the Company and its Subsidiaries do not have any liabilities or obligations of its Subsidiariesany nature, whether or not accrued, contingent, absolute, accrueddetermined, knowndeterminable or otherwise, unknown, contingent that would be required by GAAP to be reflected on a consolidated balance sheet (or otherwise and whether or not disclosed in the notes thereto) of the Company. There are no off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed or any other facts or circumstances that would reasonably be expected pursuant to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a303(a)(4) of Regulation S-K promulgated by under the SEC) Securities Act that would be required to be disclosed under Item 303 of Regulation S-K promulgated by have not been so described in the SEC)Company SEC Documents.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) reflected as reflected, disclosed or reserved against in the Company’s most recent consolidated balance sheet as of June 30, 2023 included in or incorporated by reference into the Company ReportsSEC Documents or referred to in the notes thereto, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business since the date June 30, 2023 (none of such consolidated balance sheetwhich is a liability for breach of Contract, breach of warranty, tort, infringement, violation of Law, misappropriation or that relates to any cause of action, claim or lawsuit), (iiic) permitted for liabilities or obligations incurred in accordance connection with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on Agreement, the transactions contemplated hereby, the process conducted by the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License)consider strategic alternatives, there are no obligations or liabilities including the sale of the Company or any and the negotiation, execution and delivery of its Subsidiariesthis Agreement, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, (d) for liabilities or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected material and adverse to result inthe Company and its Subsidiaries, taken as a Material Adverse Effect. whole, or the Registered Broker-Dealer, or (iie) as expressly set forth in Section 4.10 of the Company Disclosure Letter, as of the date hereof, the Company and its Subsidiaries do not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, nor entered into non-binding letters of intent that remain executory with respect to, any joint venture, off-balance sheet partnership or any similar Contract (Contract, including any Contract relating to any transaction contract or relationship arrangement between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any providing for structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Securities Act), in each case, where the result, purpose or effect of such contract is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SECCompany or any of its Subsidiaries in the consolidated financial statements of the Company included in the Company SEC Documents (including all related notes and schedules thereto).

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course There are no Liabilities of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed nature whatsoever or any other facts or circumstances circumstances, whether or not required by GAAP to be disclosed that would reasonably be expected to result in any claims against, or obligations or liabilities Liabilities of, the Company or any of its Subsidiaries, except as have for (i) Liabilities that are reflected or reserved against on the most recent consolidated balance sheet of the Company and its Subsidiaries (including any notes thereto) included in or incorporated by reference into the Company SEC Documents filed prior to the date of this Agreement, (ii) Liabilities incurred in the ordinary course of business, consistent with past practice, since the date of such consolidated balance sheet, (iii) Liabilities that would not had, and would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Effect or prevent or materially impair the ability of the Parties to consummate the transactions contemplated by this Agreement, including the Merger. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand), or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECSecurities Act).

No Undisclosed Liabilities. (a) Neither the Company nor any Subsidiary has any Liabilities of any kind that would be required by GAAP to be reflected in, reserved against or otherwise described on the face of a consolidated balance sheet of the Company and its Subsidiaries, other than (i) Except for obligations and liabilities (i) Liabilities reflected or in, reserved against in or otherwise described on the Company’s most recent consolidated balance sheet included in or incorporated by reference into Balance Sheet as of the Company ReportsBalance Sheet Date, (ii) Liabilities incurred in the Ordinary Course ordinary course of Business since business after the date of such consolidated balance sheetBalance Sheet Date, (iii) permitted Liabilities incurred in accordance connection with this Agreement the transactions contemplated hereby or (iv) incurred pursuant Liabilities that would not reasonably be expected to Contracts exceed $250,000 individually or Licenses binding $2,500,000 in the aggregate. (b) Except as set forth on Schedule 5.7(a), neither the Company or nor any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities has any outstanding Indebtedness as of the Company or any date of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effectthis Agreement. (iic) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, to (i) any joint venturesecuritization transaction, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or hand), including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC); or (ii) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)any material hedging, derivatives or similar Contract or arrangement.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course As of Business since the date of such consolidated balance sheetthis Agreement, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or neither Parent nor any of its Subsidiaries has any Liability, Indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or pursuant to which their respective properties and assets are bound (other than those resulting from a breach endorsement of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiariestype, whether or not accrued, absolute, accruedcontingent, knownmatured, unknown, contingent unmatured or otherwise and (whether or not required to be disclosed reflected in financial statements prepared in accordance with IFRS), except (a) those which have been reflected in the Parent Interim Financial Statements, (b) contractual and other Liabilities which have been incurred or have arisen in the Ordinary Course of business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation, dilution or violation of Law), (c) those incurred solely as a result of any other facts or circumstances that would reasonably action expressly required to be expected taken pursuant to result in any claims againstthe terms of the Agreement, or obligations (d) those, that to the Knowledge of Parent, do not individually exceed US$10,000, or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or US$50,000 in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither . All reserves that are set forth in or reflected in the Company nor Parent Interim Financial Statements have been established in accordance with IFRS as consistently applied by Parent for pre-Closing periods. None of the Parent or any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership Contract, arrangement or any similar Contract understanding (including any Contract relating to any transaction Contract, arrangement or relationship understanding between the Parent or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated AffiliateEntity, including any structured finance, special purpose or limited purpose entityEntity or Person, on the other hand hand) or any other “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation Sthe instructions contained in Form 51-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC102F1 – Management’s Discussion & Analysis).

No Undisclosed Liabilities. The Company and its Subsidiaries have no material liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (i"Liabilities") Except for obligations that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and liabilities its consolidated Subsidiaries, except (ia) those which are adequately reflected or reserved against in the Company’s most recent consolidated balance sheet included Company Balance Sheet or described in or incorporated by reference into the Company Reportsnotes thereto, (iib) those which have been incurred in the Ordinary Course ordinary course of Business business and consistent with past practice since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to Balance Sheet Date and which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or would not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. , and (iic) those incurred in connection with the transactions contemplated by this Agreement, as listed on Section 3.7 of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “"off-balance sheet arrangement” " (as defined in Item 303(a303(a)(iv) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECK)).

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet sheets included in or incorporated by reference into the Company ReportsReports filed at least two (2) Business Days prior to the date of this Agreement, (ii) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted or contemplated in accordance connection with this Agreement or (iv) incurred in the Ordinary Course of Business pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required Securities Act)), where the result, purpose or effect of such Contract is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or any Company Reports.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated audited balance sheet included in or incorporated by reference into the Company ReportsFinancial Statements or the notes thereto, (iib) for liabilities and obligations incurred since January 1, 2014 in the Ordinary Course ordinary course of Business since the date of such consolidated balance sheetbusiness consistent with past practice, (iiic) permitted in accordance with for liabilities and obligations expressly contemplated by or under this Agreement or and (ivd) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties those liabilities and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notthat, individually or in the aggregate, have not had and would not reasonably be expected to result in, have a Company Material Adverse Effect. , the Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (iiwhether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto. Neither the Company nor any of its the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract contract or arrangement (including any Contract contract or arrangement relating to any transaction or relationship between or among the Company and any of its the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any material “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of the Company Subsidiaries in the Company Financial Statements or other Company SEC Documents.

No Undisclosed Liabilities. 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 (ior the notes thereto) Except of the Company and its Subsidiaries, except for liabilities and obligations (a) specifically reflected and liabilities (i) reflected or adequately reserved against in the Company’s most recent audited consolidated balance sheet of the Company as of September 30, 2017 that is included in or incorporated by reference into the Company ReportsSEC Documents as of the date of this Agreement (the "Company Balance Sheet"), or disclosed in the notes thereto, (iib) incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheetthe Company Balance Sheet in amounts that would not reasonably be expected to have a Company Material Adverse Effect, (iii) permitted in accordance with this Agreement or (ivc) incurred pursuant to Contracts or Licenses binding on the Company or any terms of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) this Agreement. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Subsidiary of its Subsidiariesthe Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “"off-balance sheet arrangement” arrangements" (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required Securities Act)), where the result, purpose or effect of such Contract is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Company’s consolidated financial statements or any Company SEC Documents.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course There are no Liabilities of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries that would be required to be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, except for (a) Liabilities that are reflected or pursuant to which their respective properties reserved against on the consolidated balance sheet of the Company and assets are bound its Subsidiaries included in its Annual Report on Form 10-K for the annual period ended June 30, 2018 (including any notes thereto), (b) Liabilities arising in connection with the Transactions contemplated hereby, (c) Liabilities incurred in the ordinary course of business since June 30, 2018 (other than those Liabilities resulting from a material breach or material default, in each case by the Company, of such Contract any Material Contract, infringement or Licensemisappropriation by the Company of material Intellectual Property or violation by the Company of Law in any material respect), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances (d) Liabilities that would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. (ii) . Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract Contract, agreement or arrangement (including any Contract contract, agreement or arrangement relating to any transaction or relationship between or among the Company and or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SECExchange Act)), where the purpose or intended effect of such Contract, agreement or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company (on a consolidated basis) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by in the SEC)Company’s published financial statements or any Company SEC Documents.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated audited balance sheet included in or incorporated by reference into the Company ReportsFinancial Statements or the notes thereto, (iib) for liabilities and obligations incurred since January 1, 2014 in the Ordinary Course ordinary course of Business since the date of such consolidated balance sheetbusiness consistent with past practice, (iiic) permitted in accordance with for liabilities and obligations expressly contemplated by or under this Agreement or and (ivd) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties those liabilities and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notthat, individually or in the aggregate, have not had and would not reasonably be expected to result in, have a Company Material Adverse Effect. , the Company and the Company Subsidiaries do not have any liabilities or obligations of any nature (iiwhether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto. Neither the Company nor any of its the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract contract or arrangement (including any Contract contract or arrangement relating to any transaction or relationship between or among the Company and any of its the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “material "off-balance sheet arrangement” " (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of the Company Subsidiaries in the Company Financial Statements or other Company SEC Documents.

No Undisclosed Liabilities. Other than ownership of Target Shares and Convertible Loan Notes and activities incident thereto, the Company does not, and has not engaged in, any business activities, incurred any liabilities or obligations or held any other investments. Without limiting the generality of the foregoing, the Company (i) Except for obligations has no, and liabilities (i) reflected has never had any, employees or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reportsconsultants, (ii) incurred does not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) other than liabilities arising out of or in connection with this Agreement or the Transactions and/or liabilities incident to the ownership of the Target Shares and Convertible Loan Notes, which are not material in the Ordinary Course of Business since the date of such consolidated balance sheetaggregate, (iii) permitted in accordance with this Agreement except for its ownership of the Target Shares, the Convertible Loan Notes and its rights under its organizing documents, the Company does not own or lease, and has never owned or leased, any real property or personal property, (iv) incurred pursuant to Contracts or Licenses binding on except for the Company or any of its Subsidiaries Company’s organizing documents or pursuant to, or as contemplated by, this Agreement, is not a party to or bound by any contract or arrangement which their respective properties and assets are bound will survive the Closing, (other than those resulting from a breach v) has never adopted, assumed or administered any employee benefit plan within the meaning of such Contract or License), there are no obligations or liabilities Section 3(3) of the Company or any of its SubsidiariesERISA, whether or not absolutesubject to ERISA, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts employee compensation and benefit, retirement, pension, health, welfare, equity or circumstances that would reasonably be expected to result in any claims againstequity-based incentive, severance, retention, employment (including offer letters), consulting, change-of-control, bonus, incentive, deferred compensation, employee loan, or obligations fringe benefit plans, agreements, programs, policies, commitments or liabilities of, the Company or any of its Subsidiaries, except as have not hadother arrangements, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect(vi) owes no income Taxes. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SEC).

No Undisclosed Liabilities. Except (i) Except for obligations and liabilities (i) as reflected or reserved against in the Company’s most recent consolidated balance sheet sheets as of December 31, 2009 or September 30, 2010 (or the notes thereto) included in or incorporated by reference into the Company ReportsSEC Documents filed prior to the date hereof, (ii) incurred for liabilities and obligations arising under this Agreement or the performance by the Company of its obligations in accordance with the Ordinary Course terms of Business since the date of such consolidated balance sheetthis Agreement, (iii) permitted for liabilities and obligations incurred in accordance the ordinary course of business consistent with this Agreement or past practice since September 30, 2010, (iv) incurred pursuant for liabilities arising from any action specifically permitted under the Agreement and Plan of Merger exceptions to Contracts or Licenses binding on the covenants set forth in Section 5.1(b), (v) for fees and expenses of appraisers, investment bankers, attorneys, accountants and other consultants engaged by the Company in connection with the transactions contemplated by this Agreement, (vi) for liabilities or any of its Subsidiaries or pursuant to which their respective properties and assets are bound obligations under Company Material Contracts (as hereinafter defined), other than those resulting from a breach in the case of such Contract material breaches or License)defaults by the Company, and (vii) for liabilities or obligations that have been discharged or paid in full in the ordinary course of business, neither the Company nor any Subsidiary of the Company has any material liabilities or obligations of any nature, whether or not accrued, contingent, or otherwise, whether known or unknown and whether due or to become due. Subject to the disclosures set forth in Section 3.5(a) of the Company Disclosure Schedule, there are no obligations or liabilities unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not any type (including any off-balance sheet arrangement required to be disclosed or any other facts or circumstances that would reasonably be expected pursuant to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(a303(a)(4) of Regulation S-K promulgated by under the SECSecurities Act) that would be required have not been disclosed in the Company SEC Documents nor any obligations to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)enter into such arrangements.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) reflected or reserved against as disclosed in the Company’s most recent consolidated balance sheet of the Company and its subsidiaries as of June 30, 2012 (the “Balance Sheet Date”) (including the notes thereto) included in or incorporated by reference into the Company ReportsSEC Documents, (iib) for liabilities or obligations incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheetBalance Sheet Date, (iiic) permitted in accordance with this Agreement for liabilities or (iv) obligations incurred pursuant to Contracts or Licenses arising under the terms of any Contract or Permit binding on upon the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound subsidiaries (other than those resulting from a breach of such Contract or Licenseincluding any contingent indemnification obligations), there are no (d) for liabilities permitted or contemplated by this Agreement and (e) for liabilities or obligations which have been discharged or liabilities paid in full in the ordinary course of business consistent with past practice, as of the date of this Agreement, neither the Company or nor any of its Subsidiariessubsidiaries has any liabilities or obligations of any nature, whether or not absolute, accrued, known, unknown, contingent or otherwise otherwise, and whether due or not to become due, that would be required by GAAP to be disclosed reflected or any reserved against on a consolidated balance sheet (or the notes thereto) of the Company and its subsidiaries, other facts or circumstances that than those which would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. (ii) Neither . There are no unconsolidated subsidiaries of the Company nor or any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or arrangements of any similar Contract type (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in arrangement required to be disclosed pursuant to Item 303(a303(a)(4) of Regulation S-K promulgated by under the SECSecurities Act) that would be required have not been so described in the Company SEC Documents nor any obligations to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)enter into any such arrangements.

No Undisclosed Liabilities. The Business does not have any material liabilities or obligations of any nature, whether or not accrued or contingent, known or unknown, asserted or unasserted, named or otherwise, except for liabilities and obligations (i) Except for obligations and liabilities (ia) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company ReportsBusiness Financial Statements, (iib) for the executory portion of Contracts incurred in the Ordinary Course ordinary course of Business business and not including any breach of such Contract incurred in the ordinary course of business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any none of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notwould, individually or in the aggregate, reasonably be expected to result inbe material, (c) which have been discharged or paid in full prior to the date of this Agreement or (d) incurred pursuant to the transactions contemplated by this Agreement. Since June 30, 2021, except as described in the Disclosure Schedules and the executory portion of Contracts incurred in the ordinary course of business and not including any breach of such Contract, neither Seller nor any of its Subsidiaries has entered into any off-balance sheet transactions, arrangements, or obligations (including contingent obligations) that may have a Material Adverse Effect. (ii) Neither current or future material effect on the Company financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses of the Business. Except as described in the Business Financial Statements, neither Seller nor any of its Subsidiaries is a party to, or has any commitment to become a party to, : (i) any joint venture, off-off balance sheet partnership partnership, or any similar Contract or arrangement related to the Business (including any Contract or arrangement relating to any transaction or relationship between or among the Company and Seller or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliateother Person, including any structured finance, special purpose purpose, or limited purpose entityPerson, on the other hand hand); or (ii) any “off-off balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SECExchange Act) that would be required related to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)Business.

No Undisclosed Liabilities. (ia) Except for obligations Neither the Company nor any of its Subsidiaries has any Liabilities required by GAAP to be set forth on a consolidated balance sheet of the Company and liabilities its Subsidiaries or in the notes thereto, other than (ia) Liabilities reflected or otherwise reserved against in the Company’s most recent Company Balance Sheet or in the consolidated balance sheet financial statements and notes thereto of the Company and its Subsidiaries included in or incorporated by reference into the Company ReportsSEC Reports filed on Form 10-K on November 19, 2015, (iib) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with Liabilities arising under this Agreement or incurred in connection with the transactions contemplated by this Agreement, (ivc) Liabilities incurred pursuant to Contracts or Licenses binding on since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, (d) Liabilities that have been discharged or any of its Subsidiaries or pursuant to which their respective properties paid in full and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances e) Liabilities that would reasonably be expected to not have or result in any claims against, or obligations or liabilities of, the a Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (iib) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, Affiliate (including any structured finance, special purpose or limited purpose entityentity or Person), on the other hand hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure in the Company SEC Documents of any transaction involving, or liabilities of, the Company or any of its Subsidiaries that would reasonably be required expected to be disclosed under Item 303 of Regulation S-K promulgated by material to the SEC)Company and its Subsidiaries as a whole.

No Undisclosed Liabilities. (a) There are no Liabilities of the Business, whether absolute, contingent, accrued or otherwise, other than Liabilities (i) Except for obligations and liabilities (i) reflected expressly reflected, or reserved against in against, on the Company’s most recent consolidated balance sheet included in or incorporated by reference into face of the Company ReportsLatest Balance Sheet, (ii) incurred since the Latest Balance Sheet Date in the Ordinary Course ordinary course of Business since the date business (none of such consolidated balance sheetwhich arises out of or relates to any breach of Contract or warranty or violation of Law), (iii) permitted in accordance with arising under this Agreement or the Other Transaction Documents or otherwise arising or incurred in connection with the Transactions, (iv) incurred pursuant under executory Contracts (none of which arises out of or relates to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or Licensewarranty or violation of Law), there or (v) that are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or would not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notbe, individually or in the aggregate, reasonably be expected material to result inthe Business and the Acquired Group, taken as a Material Adverse Effect. (ii) Neither whole. As of the Company nor any date of this Agreement, Seller and its Subsidiaries is a party to, are not currently in shortfall with respect to any annual or has term guarantees or marketing commitments under any commitment to become a party to, license Contracts that are Transferred Contracts. There are no contractual provisions requiring the payment of any joint venture, off-balance sheet partnership or any similar Contract transfer fees (including other than de minimis administrative fees) that would be triggered by the consummation of the Transactions in any Contract relating to the licensing of or right to use any transaction or relationship between or among Intellectual Property with respect to the Sports Apparel Business that is not set forth on Section 2.06(a) of the Disclosure Schedule. (b) Alternative Apparel serves solely as a holding company for certain of the Company Owned Intellectual Property and is not engaged in any of its Subsidiaries, other business activities. Except as set forth on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-balance sheet arrangement” (as defined in Item 303(aSection 2.06(b) of Regulation S-K promulgated by the SEC) that would be required Disclosure Schedule, Alternative Apparel has no other Liabilities of any kind and is not a party to be disclosed under Item 303 of Regulation S-K promulgated by the SEC)any Contract.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there There are no liabilities or obligations or liabilities of the Company or any of its Subsidiariessubsidiaries, whether or not absolute, accrued, known, unknownabsolute, contingent or otherwise and whether or not otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company as of the date of this Agreement other than (i) liabilities and obligations disclosed or reflected in its most recent publicly disclosed consolidated financial statements or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, public disclosure documents of the Company or any made available to the public on SEDAR since the date of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. such financial statements; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice; and (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-off balance sheet partnership or any similar Contract agreement (including any Contract agreement or arrangement relating to any transaction or relationship between or among the Company and or any of its Subsidiariessubsidiaries, on the one hand, and any unconsolidated Affiliateentity, including any structured finance, special purpose purpose, or limited purpose entityentity or person, on the other hand hand) or any “off-off balance sheet arrangementarrangements” (as defined in Item 303(asection 1.8 and the instructions thereto of Form 51-102F1 of National Instrument 51-102 – Continuous Disclosure Obligations) where the result, purpose or effect of Regulation S-K promulgated such agreement or arrangement is to avoid disclosure, of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company’s or such subsidiary’s financial statements or any other documents filed by the SEC) that would be required to be disclosed Company under Item 303 of Regulation S-K promulgated by the SEC)applicable Securities Laws.

No Undisclosed Liabilities. 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 (ior the notes thereto) Except of the Company and its Subsidiaries, except for liabilities and obligations and liabilities (ia) reflected or reserved against in the Company’s most recent consolidated balance sheet of the Company as of June 26, 2015 that is included in or incorporated by reference into the Company ReportsSEC Documents as of the date of this Agreement (the “Company Balance Sheet”), or disclosed in the notes thereto, (iib) incurred in the Ordinary Course ordinary course of Business business consistent with past practice since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances Balance Sheet in amounts that would not reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would nothave, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. , (iic) discharged or paid in full since the date of the Company Balance Sheet, or (d) incurred pursuant to the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Subsidiary of its Subsidiariesthe Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangementarrangements” (as defined in Item 303(a) of Regulation S-K promulgated by under the SEC) that would be required Securities Act)), where the result, purpose or effect of such Contract is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any material transaction involving, or material liabilities of, the SEC)Company or any of its Subsidiaries in the Company’s consolidated financial statements or any Company SEC Documents.

No Undisclosed Liabilities. Except (ia) Except for obligations and liabilities (i) as disclosed, reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into of the Company Reportsand its Subsidiaries as of December 31, 2012 (including the notes thereto), (iib) for liabilities and obligations incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted under or in accordance with this Agreement or in connection with the transactions contemplated herein, (ivc) for liabilities and obligations incurred pursuant to Contracts under any Contract or Licenses binding on the Company or arising under any of its Subsidiaries or pursuant to which their respective properties and assets are bound applicable Law (other than those resulting from a breach of such Contract liabilities or Licenseobligations due to breaches thereunder or violations thereof), there are no in each case, in the ordinary course of business since December 31, 2012, (d) for liabilities and obligations or liabilities incurred in the ordinary course of the Company or any of its Subsidiariesbusiness since December 31, whether or 2012 that do not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would notconstitute, individually or in the aggregate, reasonably be expected to result in, a Company Material Adverse Effect. , and (iie) Neither for liabilities or obligations that have been discharged or paid in full, neither the Company nor any Subsidiary of the Company 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 (or the notes thereto) of the Company and its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand or any “off-off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). The assets of the Company and its Subsidiaries are free and clear of any Liens, other than (i) Permitted Liens and (ii) Liens that would be required to be disclosed under Item 303 of Regulation S-K promulgated by not, individually or in the SEC)aggregate, constitute a Company Material Adverse Effect.

No Undisclosed Liabilities. (i) Except for obligations and liabilities (i) reflected or reserved against in the Company’s most recent consolidated balance sheet included in or incorporated by reference into the Company Reports, (ii) incurred in the Ordinary Course of Business since the date of such consolidated balance sheet, (iii) permitted in accordance with this Agreement or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result in, a Material Adverse Effect. (iia) Neither the Company nor any of its Subsidiaries is has: (A) any liability, indebtedness, obligation (other than (i) future performance obligations under Contracts disclosed on Schedule 3.16 of which the Company has no knowledge of a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership potential future breach by the Company or any similar Contract of its Subsidiaries and (including any Contract relating ii) future obligations to any transaction or relationship between or among comply with applicable Laws that to the Company’s knowledge the Company and its Subsidiaries are fully capable of complying with in the ordinary course), expense, claim, deficiency, guaranty or endorsement of any of its Subsidiariestype, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in the Company Financial Statements in accordance with GAAP), that (i) exceeds $100,000 in any individual case or $200,000 in the aggregate and (ii) has not been (x) reflected in the Company Balance Sheet or (y) set forth on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose Schedule 3.8; or limited purpose entity, on the other hand or (B) any “off-balance sheet arrangementarrangements” (as such term is defined in Item 303(a303(a)(4) of Regulation S-K promulgated by under the SEC) that would be required to be disclosed under Item 303 of Regulation S-K promulgated by the SECExchange Act). (b) Neither the Company nor any of its Subsidiaries has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) been convicted of, or pleaded guilty or no contest to, any felony. Neither the Company nor any of its Subsidiaries is insolvent. To the Company’s knowledge, none of its current Employees has been convicted of, or pleaded guilty or no contest to, any felony.

No Undisclosed Liabilities. (a) Neither the Company nor any of the Company Subsidiaries has any Liabilities, except for Liabilities: (i) Except reflected, reserved for obligations and liabilities (i) reflected or reserved against disclosed in the Company’s most recent consolidated balance sheet as of November 30, 2018 or related notes included in or incorporated the Annual Report on Form 10-K filed by reference into the Company Reportswith the SEC on January 25, 2019; (ii) incurred after November 30, 2018 in the Ordinary Course ordinary course of Business since the date of such consolidated balance sheet, business consistent with past practice; (iii) permitted incurred in accordance connection with this Agreement and the transactions contemplated hereby or (iv) incurred pursuant to Contracts or Licenses binding on the Company or any of its Subsidiaries or pursuant to which their respective properties and assets are bound (other than those resulting from a breach of such Contract or License), there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not absolute, accrued, known, unknown, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries, except as have not had, and would not, individually or in the aggregate, reasonably be expected to result inbe material to the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole. (iib) Neither the Company nor any of its the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entityentity or Person, on the other hand hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by of the SEC) that would be required Exchange Act)), where the result, purpose or intended effect of such Contract or arrangement is to be disclosed under Item 303 avoid disclosure of Regulation S-K promulgated by any transaction involving, or liabilities of, the SEC)Company or any of the Company Subsidiaries in the SEC Documents.