Undisclosed Liability. Neither Parent nor Buyer has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent or Buyer or in the notes thereto and which, individually or in the aggregate, would have a Parent Material Adverse Effect or Buyer Material Adverse Effect.
Undisclosed Liability. 26 3.6 Brokers........................................................................................26 3.7
Undisclosed Liability. Except for any credit balances on Receivables or Future Receivables and unfunded commitments to extend future credit to Dealers, Seller has no material obligations, commitments or any other liabilities, absolute or contingent, known or unknown, relating to the Assets or the Receivables which will affect the Assets after the Closing Date. No Account nor such Receivable is subject to any right of set-off, recission, counterclaim or defense arising out of any action or failure to act by Seller and to Seller's knowledge, no right of recission, set-off, counterclaim or defense due to an act or a failure to act of the Seller has been asserted with respect thereto.
Undisclosed Liability. No Liability exists affecting the Business, the Centers or the Purchased Assets other than (a) as reflected on the balance sheet included in the most recent Financial Statements and (b) which constitutes an Account Payable incurred after the date of the most recent Interim Financial Statement.
Undisclosed Liability. There are no Liabilities arising under the Acquired Contracts or relating to the other Acquired Assets, the Acquired Subsidiaries or the Business, other than:
(a) Liabilities that are Assumed Liabilities;
(b) Liabilities that are reflected on or reserved against in the Business Financial Information to the extent so reflected or reserved thereon;
(c) Liabilities disclosed in Section 4.14(c) of the Seller Disclosure Letter;
(d) Liabilities for which Purchaser is fully indemnified under Section 10.2 hereof; or
(e) other Liabilities which, individually or in the aggregate, are not material and were incurred in the Ordinary Course.
Undisclosed Liability. Except as set forth in Schedule 6(b)(iv), none of PCC, PRT or NJMI has any liability, except for (i) liabilities set forth on the face of the most recent balance sheets included in the Financial Statements and (ii) liabilities which have arisen after the date of the most recent balance sheets included in the Financial Statements in the ordinary course of business (none of which liabilities results from, arises out of, related to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law); and
Undisclosed Liability. Company does not have any Liabilities (there is no basis for any pending or future suit, action, proceeding, hearing, investigation, charge, complaint, demand or claim against Company giving rise to any Liabilities) except for (i) Liabilities set forth on the most recent balance sheet of Company dated December 31, 2004, and (ii) Liabilities which have arisen after the most recent fiscal month end ending December 31, 2004 in the ordinary course of business (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 or violation of law).
Undisclosed Liability. The Bank has no liabilities or obligations, either accrued or contingent, which are in excess of Ten Thousand Dollars ($10,000) individually or in the aggregate, which have not been:
(i) reflected or disclosed in the Audited Bank Financial Statements or Unaudited Bank Financial Statements;
(ii) incurred subsequent to December 31, 1997, in the ordinary course of business; or
(iii) disclosed on Exhibit 4.23 or any other exhibit to this Agreement. To the best of the Bank's knowledge and the knowledge of their officers and directors, after due investigation, there is no basis for the assertion against the Bank of any liability, obligation or claim that is likely to result in or cause any material adverse change in the business or financial condition of the Bank, taken as a whole, which is not fairly reflected in the Audited Bank Financial Statements, the Unaudited Bank Financial Statements or otherwise disclosed on Exhibit 4.23 hereto.
Undisclosed Liability. The Company has no liabilities or obligations, either accrued or contingent, which are in excess of Ten Thousand Dollars ($10,000) individually or in the aggregate, which have not been:
(i) reflected or disclosed in the Company Financial Statements;
(ii) incurred since inception, in the ordinary course of business; or
(iii) disclosed on Exhibit 5.15 or any other exhibit to this Agreement. To the best of the Company's knowledge and the knowledge of its officers and directors, after due investigation, there is no basis for the assertion against the Company of any liability, obligation or claim that is likely to result in or cause any material adverse change in the business or financial condition of the Company, taken as a whole, which is not fairly reflected in the Company Financial Statements, or otherwise disclosed on Exhibit 5.15 hereto.
Undisclosed Liability. 27 Table of Contents (continued)
