Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. Seller does not have any material liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes, except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business.

Undisclosed Liabilities. The Seller does not have any material liability, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, contingent whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes), except for (ia) Liabilities set forth on liabilities that will be accrued for or reserved against in the face of the Financial Statements (rather than in any notes thereto) December 31, 2006 balance sheet, and (iib) Liabilities which have arisen after the Most Recent Fiscal Year End contractual or statutory liabilities incurred in the Ordinary Course ordinary course of Businessbusiness which are not required to be reflected on a balance sheet. There are no outstanding loans due or deferred compensation from Seller to any employee of Seller.

Undisclosed Liabilities. The Seller does not have any material liability, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, contingent whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes), except for (ia) Liabilities set forth on liabilities that will be accrued for or reserved against in the face of the Financial Statements (rather than in any notes thereto) March 31, 2006 balance sheet, and (iib) Liabilities which have arisen after the Most Recent Fiscal Year End contractual or statutory liabilities incurred in the Ordinary Course ordinary course of Businessbusiness which are not required to be reflected on a balance sheet. There are no outstanding loans due or deferred compensation from Seller to any employee of Seller.

Undisclosed Liabilities. Seller does not have any material liabilityliabilities whatsoever, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, accrued, absolute, contingent, or otherwise, and whether due there is no basis for any claim against Seller for any such liability except (a) to the extent set forth in the Financial Statements, or (b) to become due, including any liability for Taxes, except for (i) Liabilities the extent set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business.Schedule B. ----------

Undisclosed Liabilities. Seller does not have any material liability, has no liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, unliquidated and whether due or to become due) resulting or arising from, including any liability for Taxesdirectly or indirectly, except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of BusinessAssets.

Undisclosed Liabilities. The Seller does not have any material liability, liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, contingent whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes), except for (ia) Liabilities set forth on liabilities that will be accrued for or reserved against in the face of the Financial Statements (rather than in any notes thereto) August 31, 2001 balance sheet, attached as Exhibit 13 to this Agreement and (iib) Liabilities which have arisen after the Most Recent Fiscal Year End contractual or statutory liabilities incurred in the Ordinary Course ordinary course of Businessbusiness which are not required to be reflected on a balance sheet. There are no outstanding loans due or deferred compensation from Seller to any employee of Seller.

Undisclosed Liabilities. The Seller does not have any material liability, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes), except for (ia) Liabilities set forth liabilities shown on the face of the Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet, and (iib) Liabilities liabilities which have arisen after since the Most Recent Fiscal Year End Balance Sheet Date in the Ordinary Course of BusinessBusiness and which are not, individually or in the aggregate, material in amount or significance.

Undisclosed Liabilities. Seller does not have any has no material liability, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxestaxes), except for (i) Liabilities liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities liabilities which have arisen after the Most Recent Fiscal Year End dated of the Financial Statements in the Ordinary Course of Business.

Undisclosed Liabilities. The Seller does not have any material liabilityliability or obligation (whether absolute, whether known or unknownaccrued, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidatedother, and whether due or to become due) that is not accrued, including any liability for Taxesreserved against, except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Businessor disclosed.

Undisclosed Liabilities. To the best knowledge of Seller, Seller does not have any material liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes, except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business.

Undisclosed Liabilities. The Seller does not have any has no material liability, liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxestaxes), except for (i) Liabilities liabilities set forth on the face of the Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) and (ii) Liabilities liabilities which have arisen after the Most Recent Fiscal Year Month End in the Ordinary Course of Business.

Undisclosed Liabilities. Seller does not have any material liability, liability with respect to the Business or the Acquired Assets (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes, ) except for (ia) Liabilities set forth liabilities which are fully reflected or reserved against on the face of the Financial Statements Preliminary Balance Sheet, (rather than in any notes theretob) and Retained Liabilities or (iic) Liabilities which have arisen after the Most Recent Fiscal Year End liabilities incurred in the Ordinary Course of BusinessBusiness after the Balance Sheet Date.

Undisclosed Liabilities. The Seller does not have any material liabilityliabilities or obligations of any nature, whether known or unknownaccrued, whether asserted or unassertedabsolute, whether absolute or contingent, whether accrued unliquidated, civil, criminal or unaccrued, whether liquidated or unliquidatedotherwise, and whether due or to become due, including any liability for Taxesother than liabilities that (a) are reflected or reserved against in the January 31, except for 2007 Balance Sheet, (ib) Liabilities set forth on the face of the Financial Statements (rather than are disclosed in any notes theretoSchedule (or in any plan, instrument, lease or agreement referred to therein) and or Exhibit hereto, (iic) Liabilities which have arisen after the Most Recent Fiscal Year End are liabilities incurred since January 31, 2007 in the Ordinary Course ordinary course of Businessbusiness.

Undisclosed Liabilities. Seller does not have any material liability, has no liability relating to the Purchased Assets (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes, except for (i) Liabilities as set forth on the face in Schedule 4.1(f) of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of BusinessSeller Disclosure Schedules.

Undisclosed Liabilities. Seller does not have any material liabilityliabilities, whether obligations or commitments of any nature whatsoever with respect to the Purchased Assets, asserted or unasserted, known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated matured or unliquidated, and whether due unmatured or to become due, including any liability for Taxes, except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business.otherwise Liabilities

Undisclosed Liabilities. Seller does not have any material liabilitydebt, liability or ----------------------- obligation of any kind, whether known or unknownaccrued, whether asserted or unasserted, whether absolute or contingentotherwise, whether accrued or unaccruedincluding, whether liquidated or unliquidatedwithout limitation, and whether due or to become due, including any liability for Taxesor obligation on account of taxes or any governmental charges or penalty, interest or fines, except for (ia) Liabilities set forth liabilities not in excess of $5,000 (whether individually or in the aggregate) incurred in the ordinary course of business after January 7, 1997; (b) liabilities reflected on the face Financial Statement; and (c) liabilities incurred as a result of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Businesstransactions contemplated by this Agreement.

Undisclosed Liabilities. The Seller does not have any material liabilityliabilities or obligations of any nature, whether known or unknownaccrued, whether asserted or unassertedabsolute, whether absolute or contingent, whether accrued unliquidated, civil, criminal or unaccrued, whether liquidated or unliquidatedotherwise, and whether due or to become due, including any liability for Taxesother than liabilities that (a) are reflected or reserved against in the December 31, except for 2009 Balance Sheet, (ib) Liabilities set forth on the face of the Financial Statements (rather than are disclosed in any notes theretoSchedule (or in any plan, instrument, lease or agreement referred to therein) and or Exhibit hereto, (iic) Liabilities which have arisen after the Most Recent Fiscal Year End are liabilities incurred since August 31, 2010 in the Ordinary Course ordinary course of Businessbusiness.

Undisclosed Liabilities. Seller does not have any material liability, liability relating to the Business (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes, ) that could result in a Lien on the Assets (except for (i) Liabilities set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of BusinessPermitted Liens).

Undisclosed Liabilities. The Seller does not have any material liability, has no liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, unliquidated and whether due or to become due, including any liability for Taxes), except for (ia) Liabilities set forth liabilities disclosed on the face Financial Statements; and (b) liabilities which were incurred after December 1, 2003, and were incurred in the ordinary course of operation of the Financial Statements (rather than in any notes thereto) and (ii) Liabilities which have arisen after the Most Recent Fiscal Year End in the Ordinary Course of Business.