Undisclosed Liabilities; Indebtedness. The Company does not have any Liability that is not shown on or provided for in the Financial Statements, other than Liabilities incurred or accrued in the ordinary course consistent with past practice since January 1, 2013 and reflected in the calculation of Net Working Capital pursuant to Section 2.2. Except as set forth on Section 3.5 of the Transferor Disclosure Schedule, the Company does not have any outstanding Indebtedness.
Undisclosed Liabilities; Indebtedness. (a) Except as and to the extent specifically disclosed in the Filed Company SEC Documents or accrued on the June 30, 2003 balance sheet included in the Filed Company SEC Documents, or as set forth in Section 3.20(a) of the Company Disclosure Schedule, and except for liabilities incurred in the ordinary course of business consistent with prior practice and otherwise not in contravention of this Agreement, neither the Company nor any of its subsidiaries have any liabilities or obligations of any nature (whether absolute, contingent or otherwise, and whether or not required to be reflected or reserved against in a consolidated balance sheet of the Company and its subsidiaries prepared in accordance with United States generally accepted accounting principles) that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 3.7(a) of the Seller Disclosure Schedule, the Target Companies have no material Liabilities, except for (i) Liabilities under the Company Contracts or Liabilities disclosed in the Financial Statements, (ii) Liabilities which have arisen since the Acquisition Balance Sheet Date incurred in the ordinary course of business consistent with past practice (none of which results from any breach of contract), or (iii) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby. For purposes of this Section 3.7(a), “a material Liability” shall mean a Liability that, individually or in the aggregate with related Liabilities, involves amounts in excess of $100,000.
Undisclosed Liabilities; Indebtedness. None of the Group Companies have any liabilities or obligations, except (a) liabilities disclosed, reflected or reserved for in the Audited Consolidated Financial Statements, (b) liabilities of the same nature as those set forth on the Audited Consolidated Balance Sheet and incurred in the ordinary course of business consistent with past practice after the Balance Sheet Date and that are not, individually or in the aggregate, material in amount, and (c) as listed on Schedule 3.21. Schedule 3.21 lists each item of Indebtedness of the Company as of the date hereof and the outstanding balance thereof. The Company is not in default of its obligations under its Indebtedness.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 4.9(a), there is no material liability, debt or obligation of the Company or any of its Subsidiaries, except for liabilities and obligations (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of the operation of business of the Company and its Subsidiaries (none of which relate to a breach of Contract, breach of warranty, tort, infringement, violation of Law, Governmental Order, Permit or any Action), or (c) incurred in connection with the transactions contemplated by this Agreement.
Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Section 4.6(a) of the Company Disclosure Schedule, the Company does not have any liabilities that would have been required to be reflected on the Balance Sheet or in the notes thereto in accordance with GAAP and were not so reflected, other than (i) as disclosed in, set forth on, or reflected or reserved against in the Company Financial Statements, (ii) those incurred in the Ordinary Course of Business since the Balance Sheet Date, (iii) those included in the calculation of the Closing Payments, (iv) those that are repaid, terminated, forgiven, settled, cancelled or otherwise extinguished at Closing pursuant to the terms of this Agreement, (v) those incurred in connection with the Transactions, or (vi) those that would not have, individually or in the aggregate, a Company Material Adverse Effect.
Undisclosed Liabilities; Indebtedness. The Company has no 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 (“Liabilities”), except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. The Company has no Indebtedness.
Undisclosed Liabilities; Indebtedness. (a) The Company does not have any Liabilities, except (i) as specifically disclosed in the Financial Statements and any notes thereto, (ii) for Liabilities incurred in the Ordinary Course of Business since the date of the Financial Statements and not in violation of this Agreement, and (iii) for Liabilities, set forth on Section 3.6(a) of the Company Disclosure Schedules, incurred in connection with the negotiation of this Agreement and the other Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby.
Undisclosed Liabilities; Indebtedness. (a) There are no material liabilities or obligations of the Company and its Subsidiaries (whether accrued, absolute, contingent, matured or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP, except liabilities and obligations (i) disclosed or provided for in the Audited Financial Statements (or disclosed in the notes thereto) or the Year To Date Financial Statements, (ii) incurred in the ordinary course of business, consistent with past practice, since the date of the Audited Financial Statements, (iii) contemplated by this Merger Agreement and the other Transaction Documents or the transactions contemplated hereby or thereby, and (iv) set forth in Section 4.9(a) of the Company Disclosure Schedule.
Undisclosed Liabilities; Indebtedness. (a) Except as and to the extent set forth in Section 3.16(a) of the Sellers’ Disclosure Schedule neither the Company nor Senior Trucking has any Liabilities of a type that is required to be included in the Unaudited Financial Statements or in the footnotes thereto, other than (i) Liabilities adequately reflected or reserved against in the Unaudited Financial Statements or in the footnotes thereto and (ii) Liabilities incurred in the Ordinary Course of Business since the Interim Balance Sheet Date.
