Common use of No Undisclosed Material Liabilities Clause in Contracts

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet (or in the notes thereto); ; (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations incurred in connection with arising out of this Agreement or the transactions contemplated hereby; and and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or notes thereto); in the Filed SEC Documents; (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; consistent with past practices; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (d) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, known, unknown, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided reserved for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred arising out of or in connection with this Agreement and the transactions contemplated hereby; , and (div) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever(whether absolute, whether accrued, contingent, absolute, determined, determinable contingent or otherwise, and whether due or to become due), other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or notes thereto); in the Filed SEC Documents; (b) liabilities or obligations not required under GAAP to be shown on the extent incurred in the ordinary course of business since the Company Balance Sheet Date; Sheet; (c) liabilities or obligations incurred in connection the ordinary course of business consistent with the transactions contemplated herebypast practices; and and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or in the notes thereto); thereto or in any of the Company SEC Documents filed prior to the date hereof; (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; ; (c) liabilities or obligations incurred in connection with the transactions contemplated herebyunder this Agreement; and and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable absolute or otherwise, otherwise other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (ciii) liabilities that were incurred under this Agreement or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet (or in the notes thereto); ; (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations incurred in connection with arising out of this Agreement or the transactions contemplated hereby; and and (d) liabilities or obligations which has not had, and that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: : (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or disclosed in the notes thereto); ; (b) liabilities or obligations to incurred under this Agreement or in connection with the extent transactions contemplated hereby; and (c) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and Date that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, (whether accrued or not accrued, contingent, absolute, determined, determinable contingent or otherwise), other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: : (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or disclosed in the notes thereto); ; (b) liabilities or obligations to incurred under this Agreement or in connection with the extent transactions contemplated hereby; and (c) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; (c) liabilities or obligations incurred Date in connection amounts consistent with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and past practice that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of any nature of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, whether due or to become due, required under GAAP to be set forth on a consolidated balance sheet other than: than (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet or in the notes thereto (or notes thereto); (bii) liabilities or obligations to incurred since the extent incurred Company Balance Sheet Date in the ordinary course of business since or in connection with the Balance Sheet Date; negotiation, execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, and (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of any nature of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether absolute, accrued, contingent, absolute, determined, determinable contingent or otherwise, whether due or to become due, and whether or not required under GAAP to be set forth on a consolidated balance sheet other than: than (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet or in the notes thereto (ii) liabilities incurred since the Company Balance Sheet Date in the ordinary case of business in connection with the negotiation, execution, delivery or notes thereto); performance of this Agreement or consummation of the transactions contemplated hereby, and (biii) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and hereby or (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices in all material respects since the Company Balance Sheet DateDate or arising or incurred in connection with or contemplated by this Agreement; and (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (cii) liabilities or obligations incurred under this Agreement or in connection with the transactions contemplated hereby; and (diii) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company; and (iv) liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries Company Subsidiary of any kind whatsoevernature, whether accrued, contingent, absolute, determined, determinable determined or otherwisedeterminable, other than: than (ai) liabilities or obligations to the extent disclosed and on, reserved against or provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business since the Company Balance Sheet DateDate which have not had or would not reasonably be expected to have a material and adverse effect on the Company or any Company Subsidiary; (ciii) liabilities incurred under this Agreement or obligations incurred in connection with the transactions contemplated hereby; hereby and (div) liabilities or obligations which has not had, and that would not have or would reasonably be expected not to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations ob- ligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (a) liabilities or obligations to the extent disclosed and disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet (or in the notes thereto); ; (b) liabilities or obligations to the extent incurred in the ordinary course of business con- sistent with past practices since the Company Balance Sheet Date; ; (c) liabilities or obligations incurred in connection with arising out of this Agreement or the transactions contemplated hereby; and and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or notes thereto)SEC Documents; (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Company Balance Sheet Date; (c) liabilities or obligations arising under Contracts to which the Company or any of its Subsidiaries is a party; (d) liabilities or obligations incurred in connection with the transactions contemplated herebyby this Agreement (including the Merger); and (de) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or disclosed in the notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business Ordinary Course since the Company Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated herebyhereby or disclosed in Section 3.10 of the Company Disclosure Schedule or otherwise taken into account in the calculation of the Estimated Merger Consideration; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) as and to the extent specifically disclosed, reflected or reserved against in the Company Balance Sheet; (ii) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet DateDate (other than any liability for any breaches of Contracts); (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has that are not had, be required to be reflected or reserved against in the Company Balance Sheet under GAAP and (v) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto)thereto or in the Company Filings filed since January 1, 2006 and prior to the date hereof; (bii) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet DateDecember 31, 2006; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has that have not had, had and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided for disclosed, reflected or reserved against in the Company Balance Sheet (or notes thereto)Sheet; (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities or obligations to the extent disclosed and provided for disclosed, reflected or reserved against in the Company Balance Sheet (or notes thereto)Sheet; (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred under this Agreement or in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has that would not had, be required to be reflected or reserved against in the Company Balance Sheet under GAAP and (v) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations to the extent disclosed and provided for disclosed, reflected or reserved against in the Company Balance Sheet (or notes thereto)Sheet; (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, other than: : (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or notes thereto); SEC Documents; (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Company Balance Sheet Date; Date in amounts consistent with past practice; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (d) liabilities or obligations incurred in connection with, or resulting or arising from, the transactions contemplated by this Agreement (including the Merger).