Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 13 contracts
Samples: Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 9 contracts
Samples: Agreement and Plan of Merger and Reorganization (Solar Energy Initiatives, Inc.), Agreement and Plan of Merger and Reorganization (Critical Digital Data, Inc.), Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.), Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.), Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the most recent balance sheet contained in the most recent a Parent ReportSEC Filing, (b) liabilities which have arisen since the date of the most recent balance sheet contained in the most recent a Parent Report SEC Filing in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Serve Robotics Inc. /DE/), Agreement and Plan of Merger and Reorganization (Laffin Acquisition Corp.), Agreement and Plan of Merger and Reorganization (Aeluma, Inc.)
Undisclosed Liabilities. None of the Parent and its DSH Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent SEC Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent SEC Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Ds Healthcare Group, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 1,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kentucky USA Energy, Inc.), Agreement and Plan of Merger and Reorganization (UFood Restaurant Group, Inc.), Agreement and Plan of Merger and Reorganization (Modigene Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Amesite Operating Co), Agreement and Plan of Merger and Reorganization (Amesite Inc.), Agreement and Plan of Merger and Reorganization (Zeta Acquisition Corp Ii)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 1,000.00 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Cromwell Uranium Corp.), Agreement and Plan of Merger and Reorganization (WaferGen Bio-Systems, Inc.)
Undisclosed Liabilities. None of the Parent Acquiror and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Acquiror Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Acquiror Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Energy Technology Corp., Ltd.), Share Exchange Agreement (Symbid Corp.)
Undisclosed Liabilities. None of Neither the Parent and its Subsidiaries nor the Merger Subsidiary has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate aggregate, and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Clean Coal Technologies Inc.)
Undisclosed Liabilities. None of the Parent and its Parent Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent SEC Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent SEC Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the most recent balance sheet contained in the most recent a Parent ReportSEC Filing, (b) liabilities which have arisen since the date of the most recent balance sheet contained in the most recent a Parent Report SEC Filing in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Compass Therapeutics, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 10,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Neurotrope, Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent SEC Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent SEC Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Hosting Site Network Inc)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 50,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Exicure, Inc.)
Undisclosed Liabilities. None of the The Parent and its Subsidiaries has any no liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the most recent balance sheet contained in the most recent a Parent ReportSEC Filing, (b) liabilities which have arisen since the date of the most recent balance sheet contained in the most recent a Parent Report SEC Filing in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 25,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Undisclosed Liabilities. None of the Parent and its the Parent Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.)
Undisclosed Liabilities. None of the The Parent and its Subsidiaries has any liability no liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in Business, (c) liabilities related to the aggregate Acquisition and Private Placement Offering, and (cd) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Acquisition Agreement (Symbid Corp.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent ReportBalance Sheet, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report Balance Sheet in the Ordinary Course of Business which do not exceed $25,000 1,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crownbutte Wind Power, Inc.)
Undisclosed Liabilities. None Except as set forth on Schedule 3.11, neither Parent nor any of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheetsheet and are not material in amount.
Appears in 1 contract
Samples: Securities Exchange Agreement (Lifeapps Brands Inc.)
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.. 3.12
Appears in 1 contract
Samples: HTM Merger Agreement
Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 5,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Content Checked Holdings, Inc.)
