Common use of Absence of Certain Changes or Events; Absence of Undisclosed Liabilities Clause in Contracts

Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as disclosed on Schedule 3.11, since September 30, 2012, the Company has conducted its business in all material respects only in the ordinary course of business consistent with past practice and there has not been, and no fact or condition exists which would have, a Material Adverse Effect. (b) Other than as disclosed in the Financial Statements, the Company has no Liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (i) Liabilities or obligations related to the transactions contemplated by this Agreement, (ii) Liabilities, obligations or contingencies that are accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (iii) Liabilities which were incurred after September 30, 2012 in the ordinary course of business and would not be reasonably expected to have a Material Adverse Effect or (iv) Liabilities that would not be required by GAAP to be reflected in a consolidated corporate balance sheet.

Appears in 2 contracts

Samples: Investment Agreement (Laserlock Technologies Inc), Investment Agreement (VerifyMe, Inc.)

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Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as disclosed on Schedule 3.11in the SEC Reports, since September June 30, 20122003, the Company has conducted its business in all material respects only in the ordinary course of business consistent with past practice and there has not been, and no fact or condition exists which would have, a Material Adverse Effect. (b) Other than as disclosed in the Financial Statements, the Company has no Liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than (i) Liabilities or obligations related to the transactions contemplated by this Agreement, (ii) Liabilities, obligations or contingencies that are accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (iii) Liabilities which were incurred after September June 30, 2012 2003 in the ordinary course of business and would not be reasonably expected to have a Material Adverse Effect or (iv) Liabilities that would not be required by GAAP to be reflected in a consolidated corporate balance sheet.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Pac-West Telecomm Inc)

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Absence of Certain Changes or Events; Absence of Undisclosed Liabilities. (a) Except as disclosed on Schedule 3.11in the Company Reports, since September June 30, 20122006, the Company has conducted its business in all material respects only in the ordinary course of business consistent with past practice and there has not been, and no fact or condition exists which would have, a Material Adverse Effect. (b) Other than as disclosed in the Financial Statements, the Company has no Liabilities or obligations (whether absolute, accrued, contingent or otherwise), other than than (i) Liabilities or obligations related to the transactions contemplated by this Agreementthe Transaction Agreements, (ii) Liabilities, obligations or contingencies that are accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (iii) Liabilities which were incurred after September June 30, 2012 2006 in the ordinary course of business and would not be reasonably expected to have a Material Adverse Effect or (iv) Liabilities that would not be required by GAAP to be reflected in a consolidated corporate balance sheet.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Pac-West Telecomm Inc)

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