No Undisclosed Liability. To the best knowledge of FFS, there is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of FFS that is not disclosed, reflected or reserved against in the FFS financial statements.
No Undisclosed Liability. 5.9 Absence of Certain Changes.....................................................................................5.10
No Undisclosed Liability. At closing the Licensee will have no material liabilities contingent on otherwise except these liabilities referred to and attached as Exhibit "D" hereto, and those audited liabilities incurred since that date in the ordinary course of business, but only to the extent permitted under Article IV.
No Undisclosed Liability. Neither the Company nor any of the Retained Subsidiaries has any liabilities of a nature required by GAAP to be reflected in or reserved against on a consolidated balance sheet (or the notes thereto), other than liabilities that (i) are accrued or reserved against in the most recent financial statements included in the SEC Reports filed prior to the date of this Agreement or in the Management and Franchise Business Financial Statements or are reflected in the respective notes thereto, (ii) were incurred in the ordinary course of business and consistent with past practice since the date of such financial statements, (iii) are incurred pursuant to the transactions contemplated by, and in accordance with, this Agreement, (iv) have been discharged or paid in full prior to the date of this Agreement, or will be discharged or paid in full prior to the Effective Time, in the ordinary course of business, (v) are Separated Real Estate Liabilities or (vi) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
No Undisclosed Liability. To the best knowledge of the Shareholders, there is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of the Company that is not disclosed, reflected or reserved against in the Company's financial statements.
No Undisclosed Liability. Except as otherwise disclosed to Purchaser in writing, the Warrantor has no other liability or obligation, absolute or contingent (individually or in the aggregate).
No Undisclosed Liability. Without prejudice of the other Warranties set forth in this Schedule 1, except (a) as disclosed in the Reference Balance Sheet and in the Disclosure Letter and (b) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the Reference Date pursuant to the terms of this Agreement, the Company has no liability or obligation of any nature, whether or not accrued, contingent or otherwise, that has, or could have, a Material Adverse Effect on the Company.
No Undisclosed Liability. Except as and to the extent of the amounts specifically accrued or disclosed in the Financial Statements, Seller does not have any liabilities or obligations of any nature whatsoever, due or to become due, accrued, absolute, contingent or otherwise, required by GAAP to be reflected on a balance sheet, except for such liabilities or obligations that would not, individually or in the aggregate, cause a Seller Material Adverse Effect. Such liabilities and obligations were incurred in the ordinary course of business and consistent with past practice. To Seller’s Knowledge, there is no basis for the assertion against Seller of any liability or obligation required by GAAP to be fully and expressly accrued or disclosed in the Financial Statements. Seller has not incurred any liabilities to customers or suppliers for discounts, returns, promotional allowances or otherwise in connection with Seller’s Business or any liability for rebates, refunds, allowances or returns for goods or services provided to, by or for the account of Seller which have not been accrued or disclosed in the Financial Statements.
No Undisclosed Liability. The Company does not have any liabilities or obligations of any nature, whether absolute, accrued, contingent, or otherwise, and whether due or to become due (including, without limitation, liabilities for taxes and interest, penalties, and other charges payable with respect thereto) which are not reflected or reserved against in Financial Statements or disclosed in the notes thereto. The reserves reflected in the Financial Statements are adequate, appropriate, and reasonable in accordance with generally accepted accounting principles applied on a consistent basis. Furthermore, CCAUK does not have actual knowledge of or actual knowledge of any basis for the assertion against the Company of any such liability or obligation of any nature not fully reflected or reserved against in the Financial Statements.
No Undisclosed Liability. (a) Except as disclosed in the Financial Statements, neither Xxxxxxx nor Subco has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and whether due or to become due or asserted or, to their knowledge, unasserted, whether or not required by IFRS to be reflected in, reserved against or otherwise described in the balance sheet of Xxxxxxx or Subco and which would constitute a Material Adverse Effect.
