Undisclosed Material Liabilities. The TWC Native Assumed Liabilities will include no Liabilities, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a Liability, other than:
(a) the Liabilities disclosed on Schedule 5.15;
(b) the Liabilities disclosed in the TWC Native Financial Statements;
(c) the Liabilities arising in the ordinary course of business of the TWC Native System since December 31, 2004 in amounts substantially consistent with past practices (subject to customary cost increases); and
(d) other Liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Undisclosed Material Liabilities. The Assumed Liabilities will include no Liabilities, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a Liability, other than:
(a) the Liabilities disclosed on Schedule 6.14;
(b) the Liabilities disclosed in the Transferred Systems Financial Statements;
(c) the Liabilities arising in the ordinary course of business since the Balance Sheet Date in amounts substantially consistent with past practices (subject to customary cost increases); and
(d) other Liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Undisclosed Material Liabilities. As of the date of this Agreement, there are no Liabilities of any Seller of a nature required to be reflected on a balance sheet prepared in accordance with cash basis accounting other than liabilities reflected in the Financial Statements, or which would not have a Material Adverse Effect.
Undisclosed Material Liabilities. The Delaware Company -------------------------------- and its Subsidiaries, taken as a whole, do not have any material liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due), except (a) as and to the extent disclosed in Section 3.16 of the Delaware Company Disclosure Schedule; (b) as and to the extent reflected, disclosed or reserved against in the Delaware Company SEC Documents filed prior to the date hereof; or (c) for liabilities and obligations incurred since June 30, 1999 in the ordinary course of business consistent with past practice.
Undisclosed Material Liabilities. The Texas Company and -------------------------------- its Subsidiaries, taken as a whole, do not have any material liabilities or obligations (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due), except (a) as and to the extent disclosed in Section 4.17 of the Texas Company Disclosure Schedule; (b) as and to the extent reflected, disclosed or reserved against in the Texas Company SEC Documents filed prior to the date hereof; or (c) for liabilities and obligations incurred since June 30, 1999 in the ordinary course of business consistent with past practice.
Undisclosed Material Liabilities. 21 3.11 Litigation...................................................... 22 3.12 Taxes........................................................... 22 3.13
Undisclosed Material Liabilities. Except (a) for the Seller Retained Liabilities, (b) as set forth in Schedule 6.18, (c) liabilities arising in the ordinary course of business since the Effective Time, (d) Permitted Liens, or (e) liabilities which, individually or in the aggregate, are not material to its Assets, there are no liabilities relating to its Assets of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability.
Undisclosed Material Liabilities. There are no liabilities of the Transferred Entities or relating to the AT&T Systems or the AT&T Assets of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability, other than:
(a) liabilities disclosed on Schedule 6.21;
(b) liabilities disclosed in the AT&T Financial Statements or the notes thereto;
(c) liabilities arising in the ordinary course of business of the AT&T Systems since May 4, 1999; and
(d) other liabilities of the AT&T Systems which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on AT&T's Cable Business.
Undisclosed Material Liabilities. Except for (i) liabilities -------------------------------- reflected in the CN Reports and (ii) liabilities incurred in the ordinary course of business of CN and its Subsidiaries consistent with past practice subsequent to December 31, 1998, CN and its Subsidiaries have no liabilities that would reasonably be expected to have a Material Adverse Effect on CN and there is no existing condition or set of circumstances that would be reasonably likely to result in such a liability; provided, however, that this representation does -------- ------- not cover, and shall not be deemed to be breached as a result of, any such liability that results primarily from a Customary Action.
Undisclosed Material Liabilities. Except for (i) liabilities -------------------------------- reflected in the BNSF Reports and (ii) liabilities incurred in the ordinary course of business of BNSF and its Subsidiaries consistent with past practice subsequent to December 31, 1998, BNSF and its Subsidiaries have no liabilities that would reasonably be expected to have a Material Adverse Effect on BNSF and there is no existing condition or set of circumstances that would be reasonably likely to result in such a liability; provided, however, that this -------- ------- representation does not cover, and shall not be deemed to be breached as a result of, any such liability that results primarily from a Customary Action.
