Undisclosed Liabilities; Indebtedness Sample Clauses

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. (b) Except as and to the extent specifically disclosed on Section 3.20(b) of the Company Disclosure Schedule (indicating the dollar amount of Indebtedness outstanding, the person or entity to whom such Indebtedness is owed and the agreement under which such Indebtedness was incurred), as of the date hereof neither the Company nor any of its subsidiaries have incurred or have outstanding any Indebtedness. For purposes of this

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. (b) Except as set forth in Schedule 3.7(b) of the Seller Disclosure Schedule, the Target Companies have no Indebtedness or Transaction Expenses. (c) Schedule 3.7(c) of the Seller Disclosure Schedule sets forth a list of all employees of the Target Companies and other Persons who have contractual rights to any of the proceeds of this Agreement or otherwise have rights to a payment (a) relating to Transaction Expenses, (b) contingent upon the signing of and/or consummation of the transaction contemplated by this Agreement or (c) relating to services or goods rendered in connection with the evaluation of, negotiation of or entering into this Agreement.

Undisclosed Liabilities; Indebtedness. (a) 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 Balance Sheet as of the Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount. (b) All Company Indebtedness shall be discharged effective immediately prior to the Closing in accordance with the Payoff Letters.

Undisclosed Liabilities; Indebtedness. (a) As of the Agreement Date, except (a) as disclosed, set forth or reflected or reserved against on the Financial Statements, (b) for liabilities permitted by or incurred pursuant to this Agreement, including, without limitation, the Transaction Expenses and the Parent Transaction Expenses, (c) for liabilities incurred in the Ordinary Course of Business since December 31, 2024 (the “Company Balance Sheet Date”), or (d) that would not reasonably be expected to have a Company Material Adverse Effect, no Acquired Company has any liabilities of a nature required to be reflected or reserved against on a balance sheet (or the notes thereto) prepared in accordance with GAAP. Except as set forth in the Financial Statements, none of the Company or any of its Subsidiaries maintain, or have any commitment to become party to, any material “off-balance-sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC. (b) Schedule 3.6(b) of the Company Disclosure Schedule sets forth a complete and correct list of each material item of indebtedness for borrowed money of the Acquired Companies (other than indebtedness solely among any Acquired Companies directly or indirectly wholly owned by the Company or New BC or PE UK I) or guarantee of any such indebtedness (other than a guarantee of debt of an Acquired Company by the Company or another Acquired Company) identifying the creditor to which such indebtedness is owed, the title of the instrument under which such indebtedness is owed and the amount of such indebtedness, in each case, as of the close of business on September 30, 2025. With respect to each item of such debt, as of the close of business on September 30, 2025, no Acquired Company is in default, in any material respects, and no material payments are past due. No Acquired Company has received any written notice of a default, alleged failure to perform or any offset or counterclaim (in each case, that has not been waived or remains pending as of the date of this Agreement) with respect to any item of such debt.

Undisclosed Liabilities; Indebtedness. (a) The Company and MDI do not and will not have any Liabilities, except for: (a) Liabilities reflected or reserved against, or which will be reflected or reserved against, on the face (rather than in any notes thereto) of the Interim Balance Sheet, (b) Liabilities which have or will arise after the date of the Interim Balance Sheet in the Ordinary Course of Business and fully reflected on the Audited Closing Balance Sheet, none of which results from, arises out of, relates to, is in the nature of or was caused by any Breach of contract, Breach of warranty, tort, infringement violation of Law, claim or Proceeding, and (c) any Liabilities disclosed on Schedule 4.16(a). Except as set forth on Schedule 4.16(a), no Person that is party to any Indebtedness incurred by the Company or MDI has the right to accelerate the payment of such Indebtedness on demand. (b) Except as set forth on Schedule 4.16(b), the Company and MDI have no Indebtedness. Schedule 4.16(b) sets forth a correct and complete list of each Liability constituting Indebtedness, including the name of the lender thereof, the original principal amount, the outstanding amount of principal, accrued unpaid interest and any fees payable thereon as of the First Installment Closing Date and a per diem value for any such interest and/or fees. A true, accurate and complete copy of each Contract pertaining to any Indebtedness has been delivered to Purchaser.

Undisclosed Liabilities; Indebtedness. (a) Except as set forth on Schedule 4.09(a), as of the date hereof, neither Blade nor any of its Subsidiaries has any liability, debt or obligation, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities, debts or obligations (i) reflected or reserved for in the Most Recent Balance Sheet, (ii) that have arisen since January 1, 2021 in the ordinary course of business of Blade and its Subsidiaries, none of which is a liability for a breach of contract, breach of warranty or infringement or violation of Law, (iii) arising under this Agreement or in connection with the performance of Blade’s obligations hereunder, including transaction expenses, (iv) that would not be required to be set forth or reflected on a consolidated balance sheet of Blade and its Subsidiaries prepared in accordance with GAAP or in the footnotes thereto or (v) that are less than $500,000 individually or $1,000,000 in the aggregate. Neither Blade nor any of its Subsidiaries is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (b) Neither Blade nor any of its Subsidiaries has any Indebtedness other than the Indebtedness set forth on Schedule 4.09(b), which schedule sets forth the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule 4.09(b), no Indebtedness of Blade nor any of its Subsidiaries contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Blade or its Subsidiaries, or (iii) the ability of Blade or its Subsidiaries to grant any Lien on their respective properties or assets.

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. (b) Schedule 4.9(b) sets forth, as of July 31, 2018, a true, correct and complete accounting of the Funded Debt of the Company and its Subsidiaries. The Company and each of its Subsidiaries have performed in all material respects all of its obligations required to be performed by it under each document evidencing its Funded Debt. (c) Except as set forth on Schedule 4.9(c), neither the Company nor any Subsidiary has any outstanding liability, including, without limitation, amounts owing as deferred purchase price, including all seller notes and “earn-out” payments, in respect of the acquisition of any business or division, equity interests or all or a material portion of the assets of any Person.

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. (b) Section 4.6(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all Indebtedness of the Company.