Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

Off-Balance Sheet Arrangements. Except as set forth in [Schedule 2.8(g)] of the Company Schedules, neither the Company nor any Subsidiary has entered into any material off-balance sheet transactions.

the principal portion of capital leases, Synthetic Lease Obligations and all other Off-Balance Sheet Liabilities (as calculated below);

“Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

No Set-Off. The obligations under this Agreement shall not be subject to set-off for non-performance or any monetary or non-monetary claim by any party or any of their respective Affiliates under any other agreement between the parties or any of their respective Affiliates.

No Set-Off. The Company agrees to make all payments under this Note without set-off or deduction and regardless of any counterclaim or defense.

“Receivables Facility Attributed Indebtedness” means the amount of obligations outstanding under receivables purchase facilities or factoring transactions on any date of determination that would be characterized as principal if such facilities or transactions were structured as secured lending transactions rather than as purchases, whether such obligations constitute on-balance sheet Indebtedness or an Off-Balance Sheet Liability.

“Off-Balance Sheet Obligation” means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

No Undisclosed Liabilities. Other than # liabilities reflected or reserved against in the Balance Sheet or the Interim Balance Sheet, # current liabilities incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet, # liabilities under this Agreement or in connection with the transactions contemplated by this Agreement, and # the liabilities, if any, set forth on [Schedule 4.2(m)], to Seller's Knowledge, Seller has no liability, whether known or unknown, absolute, contingent or otherwise relating to the Seller Business.

Balance Sheet. Except as set forth in Section 7.6 of the BUTTE Disclosure Schedule , BUTTE shall have no liabilities except as incurred in the ordinary course of business, as reflected on BUTTE’s most recent balance sheet, or as otherwise approved by SHAREHOLDERS.