Common use of Undisclosed Liability Clause in Contracts

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.