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.
(b) Except as disclosed in the Financial Statements or in the Draft F-1 Registration Statement, since March 31, 2008, 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 become or result in 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. 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:
(i) as stated in Schedule 2.7;
(ii) as and to the extent disclosed or reserved against in the 2001 Balance Sheet or specifically disclosed in the notes to it; and
(iii) liabilities and obligations that:
(A) have been incurred after the date of the 2001 Balance Sheet in the ordinary course of business and are not prohibited by this Agreement; and
(B) individually and in the aggregate, would not be material to the Company or have or result in a Material Adverse Effect. Since December 31, 2001, 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 be reasonably likely to become or result in a Material Adverse Effect.
Undisclosed Liabilities, etc. Neither the Company nor any of its ---------------------------- Subsidiaries has any material 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 3.7 of the Disclosure Letter, - (b) as and to the extent disclosed on and adequately reserved against in the - Balance Sheet, or (c) for liabilities and obligations that (i) were incurred - - after December 31, 1998 in the ordinary course of business and are not prohibited by this Agreement and (ii) individually and in the aggregate have not -- had a Material Adverse Effect and could not reasonably be expected to have or result in a Material Adverse Effect. Since December 31, 1998, 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. Except as set forth on Schedule 5.6, neither Purchaser nor any subsidiary of Purchaser (collectively, the "Purchaser Group") has any indebtedness, obligations or liabilities of any nature, whether accrued, absolute, contingent or other issue, whether due or to become due, including, without limitation, liabilities or obligations on account of taxes, other governmental charges, duties, penalties, interest or fines other than those set forth on the consolidated balance sheet of Purchaser at the Balance Sheet Date or incurred by the Purchaser Group since the Balance Sheet Date in the ordinary course of business and consistent with past practice, all of which are reflected on its books and records and none of which is materially adverse to Purchaser.
Undisclosed Liabilities, etc. (a) The audited consolidated financial statements of Model as of and for the years ended October 31, 2004, 2005 and 2006 and unaudited consolidated financial statements of Model as of and for the eleven months ended September 30, 2007 (the “Model Financial Statements”) have been prepared in accordance with GAAP, and fairly present in all material respects the consolidated financial position of Model and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).
(b) Neither Model nor any of its Subsidiaries has any material liabilities of any nature, whether accrued, absolute, contingent, direct, indirect or otherwise, which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of Model prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet of Model and its Subsidiaries as of September 30, 2007 (the “Model Balance Sheet Date”) (the “Model Balance Sheet”), (ii) incurred after the Model Balance Sheet Date in the ordinary course of business consistent with past practice, or (iii) reflected on the Model Disclosure Schedule. The reserves, if any, reflected on the Model Balance Sheet and the Model Financial Statements are adequate, appropriate and reasonable for their purposes, including without limitation, litigation reserves and product warranty reserves, if any.
(c) The accounts receivable shown on the Model Balance Sheet arose from bona fide transactions in the ordinary course of business. The accounts receivable of Model and its Subsidiaries arising after the Model Balance Sheet Date and prior to the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business. Except as reserved on the Model Balance Sheet, none of such accounts receivable is subject to any claim of offset or recoupment or counterclaim, and Model has no Knowledge of any specific facts that would be likely to give rise to any such claim. Except as reserved on the Model Balance Sheet, no amount of such accounts receivable is contingent upon the performance by Model or any of its Subsidiaries of any obligation and no agreement for deduction or discount or any type of credit has been made with respect to any such accounts receivable. Except as reserved on the balanc...
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 2.6 of the Company Disclosure Letter, (b) as and to the extent disclosed on and adequately reserved against in the Balance Sheet, or (c) for liabilities and obligations that (i) were incurred after December 31, 1998 in the ordinary course of business and (ii) individually and in the aggregate have not had a Material Adverse Effect. Since December 31, 1998, 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 have a Material Adverse Effect. Except as disclosed on Schedule 2.6 of the Company Disclosure Letter, there are no liabilities or obligations of the Company or its Subsidiaries, contingent or otherwise, to any Person with respect to the value of the Company Common Stock.
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.
