Undisclosed Liabilities, etc. (a) None of the Group Companies has any borrowing Liability (or is a guarantor or otherwise contingently liable for any borrowing Indebtedness) for an amount in excess of US$50,000 except as (i) set forth in Section 8(a) of the Disclosure Schedule; (ii) reflected or reserved in the Financial Statements; (iii) incurred since March 31, 2008 during the Ordinary Course of Business, or (iv) which would not have a Material Adverse Effect.
Undisclosed Liabilities, etc. Except as set forth on Section 3.11 of the Disclosure Schedule, the Company, the Parent and their respective Subsidiaries do not have any liabilities or obligations of any nature (whether known, unknown, absolute, accrued, contingent or otherwise, whether direct or indirect, or as guarantor or otherwise with respect to any liability or obligation of any other Person and whether due or to become due), except (i) as and to the extent disclosed on and adequately reserved against in the Financial Statements; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice; (iii) liabilities and obligations incurred under the Secured Notes, the Exchangeable Notes, and the vendor financing loan agreement executed concurrently herewith and expenses incurred in connection with the foregoing; (iv) liabilities and obligations incurred under and pursuant to the terms of Material Contracts or contracts publicly filed with the Commission (excluding any liabilities in respect of any breach or violation thereof); or (v) in the aggregate amount not exceeding $10,000,000 incurred since September 30, 2007.
Undisclosed Liabilities, etc. To Photronics’s and Photronics Singapore’s Knowledge, PDMCX is not subject to any material liability, whether absolute, contingent, accrued or otherwise, which is not shown or which is in excess of amounts shown or reserved for in the unaudited balance sheet of PDMCX dated as of the date hereof and the Closing Date and provided to, DNP and DNP Asia Pacific on the date hereof and the Closing, which balance sheet has been prepared from, and is consistent with, the books and records of Photronics and/or Photronics Singapore. There is no action, suit, arbitration or administrative or other proceeding or investigation pending or, to Photronics’s and Photronics Singapore’s Knowledge, threatened, against or affecting the Company or any of its properties that, if determined or resolved adversely to the Company, would reasonably be expected to have, individually or in the aggregate, Material Adverse Effect.
Undisclosed Liabilities, etc. Neither the Company nor any of its ---------------------------- Subsidiaries has any liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth on Schedule 2.7 of the Disclosure Letter or the - Company's Form 10-K for the year ended September 30, 1999, (b) as and to the - extent disclosed on and adequately reserved against in the Balance Sheet, (c) - for liabilities and obligations under the Contracts entered into in the ordinary course of business or (d) liabilities and obligations that individually and in the aggregate have not had or resulted in a Material Adverse Effect and could not reasonably be expected to have or result in a Material Adverse Effect. Since September 30, 1999, there has not occurred or come to exist any Material Adverse Effect or any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, could reasonably be expected to become or result in a Material Adverse Effect.
Undisclosed Liabilities, etc. No member of the EDO Group has any liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth in Schedule 3.7, (b) as and to the extent disclosed or reserved against in the EDO Balance Sheet or specifically disclosed in the notes thereto, (c) liabilities and obligations not required by U.S. GAAP to be reflected or reserved against in the EDO Balance Sheet (other than any such liabilities and obligations which were not reflected or reserved against because they were contingent as of the date of the EDO Balance Sheet, but which would be reflected or reserved against in a balance sheet prepared in accordance with U.S. GAAP as of the date hereof), and (d) liabilities and obligations that (i) are incurred after the date of the EDO Balance Sheet in the ordinary course of business and are not prohibited by this Agreement and (ii) individually and in the aggregate, would not be reasonably expected to have or result in an EDO Material Adverse Effect.
Undisclosed Liabilities, etc. The Company does not have any liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except:
Undisclosed Liabilities, etc. Except as set forth in Schedule 2.11, the Company has no liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, and is not a party to or bound by any Contract or similar commitment with respect to the liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise, of any Person, except (a) as and to the extent disclosed or reserved against in the Balance Sheet or specifically disclosed in the notes thereto and (b) for liabilities and obligations that (i) were incurred in the ordinary course of business after the date of the Balance Sheet and, if incurred after the date hereof, are not prohibited by this Agreement and (ii) individually and in the aggregate, would not reasonably be expected to be material to the Company or to have or result in a Material Adverse Effect. Since the date of the Balance Sheet, there has not occurred or come to exist any Material Adverse Effect or any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, would reasonably be expected to become or result in a Material Adverse Effect.
Undisclosed Liabilities, etc. The Seller has no liabilities or obligations absolute, accrued, contingent or otherwise and whether due or to become due, arising out of or related to the business or operations of the Division except (a) as set forth in Schedule 3.5, (b) as and to the extent disclosed or reserved against in the Division Balance Sheet or specifically disclosed in the notes thereto and (c) for liabilities and obligations that (i) are incurred after the date of the Division Balance Sheet in the ordinary course of business and are not prohibited by this Agreement and (ii) individually and in the aggregate, will not be material to the business or operations of the Division or have or result in a Material Adverse Effect.
Undisclosed Liabilities, etc. Except as set forth on Schedule 2.2.7 of the Disclosure Schedule, the Company has no liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as and to the extent disclosed or reserved against in the Balance Sheet or specifically disclosed in the notes thereto and (b) for liabilities and obligations that (i) are incurred after the date of the Balance Sheet in the ordinary course of the Business consistent with past practice and are not prohibited by this Agreement and (ii) individually and in the aggregate, could not reasonably be expected to be material to the Company. Since the date of the Balance Sheet, there has not occurred or come to exist any Material Adverse Effect or any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, would result in a Material Adverse Effect.
Undisclosed Liabilities, etc. 70 Article 6.24 Absence of Certain Changes or Events.................. 70 Article 6.25 Survival Period....................................... 72
