Common use of Absence of Changes; No Undisclosed Liabilities Clause in Contracts

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the CREH SEC Documents or as set forth on Schedule 3.9, since November 19, 2007, neither CREH nor CCRE have incurred any liability material to CREH or CCRE on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH or CCRE which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH to Triple Ace pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Neither CREH nor CCRE have any liability (and CREH is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a Material Adverse Effect on CREH or CCRE) except for liabilities set forth in the CREH SEC Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Renewable Energy Holdings, Inc.)

AutoNDA by SimpleDocs

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the CREH SEC Documents or as set forth on Schedule 3.9any public filing, since November 19, 2007, neither CREH nor CCRE have CAWC has not incurred any liability material to CREH or CCRE CAWC on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH or CCRE CAWC which has had, or is reasonably likely to have, individually or in the aggregate, a CAWC Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH CAWC to Triple Ace Starpoint pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Neither CREH nor CCRE CAWC has no liability except for (a) liabilities set forth on the face of the most recent balance sheet included in the CAWC Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any liability (and CREH breach of contract, tort, infringement, or violation of law). CAWC is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them it giving rising rise to any liability which individually or is in the aggregate are is reasonably likely to have a CAWC Material Adverse Effect on CREH or CCRE) except for liabilities set forth in the CREH SEC DocumentsEffect.

Appears in 1 contract

Samples: Merger Agreement (Continental Alloy Wheel Corp)

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the CREH SEC Documents or as set forth on Schedule 3.9any Form 10-K and Form 10-Q, since November 19, 2007, neither CREH nor CCRE have ICNN has not incurred any liability material to CREH or CCRE ICNN on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH or CCRE ICNN which has had, or is reasonably likely to have, individually or in the aggregate, a an ICNN Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH ICNN to Triple Ace NAPM pursuant hereto); or subsequent to the date hereof, conducted its business and operations other than in the ordinary course of business and consistent with past practices. Neither CREH nor CCRE ICNN has no liability except for (a) liabilities set forth on the face of the most recent balance sheet included in the ICNN Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any liability (and CREH breach of contract, tort, infringement, or violation of law). ICNN is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them it giving rising rise to any liability which individually or is in the aggregate are is reasonably likely to have a ICNN Material Adverse Effect on CREH or CCRE) except for liabilities set forth in the CREH SEC DocumentsEffect.

Appears in 1 contract

Samples: Exchange Agreement (Incoming,Inc.)

AutoNDA by SimpleDocs

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in the CREH SEC Documents or as set forth on Schedule 3.9any Form 10-K and Form 10-Q, since November 19, 2007, neither CREH nor CCRE have PDWK has not incurred any liability material to CREH or CCRE PDWK on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of CREH or CCRE PDWK which has had, or is reasonably likely to have, individually or in the aggregate, a PDWK Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by CREH PDWK to Triple Ace Changda pursuant hereto); or subsequent to the date hereof, conducted will not conduct its business and operations other than in the ordinary course of business and consistent with past practices. Neither CREH nor CCRE have any PDWK has no liability (and CREH PDWK is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a PDWK Material Adverse Effect on CREH or CCREPDWK) except for (a) liabilities set forth on the face of the most recent balance sheet included in the CREH SEC DocumentsPDWK Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).

Appears in 1 contract

Samples: Memorandum of Understanding (Promodoeswork.com, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!