ABSENCE OF CLAIMS AGAINST THE COMPANY Sample Clauses
The "Absence of Claims Against the Company" clause establishes that, as of a certain date or event, the party making the representation affirms they have no existing claims, demands, or legal actions pending against the company. In practice, this means the party confirms they are not aware of any disputes, lawsuits, or outstanding grievances that could affect the company’s operations or financial standing. This clause is crucial for providing assurance to the other party—often in transactions like mergers or acquisitions—that there are no hidden liabilities or unresolved issues that could pose future risks.
ABSENCE OF CLAIMS AGAINST THE COMPANY. Except as set forth in SCHEDULE 5.8, no Shareholder has any claims against the Company.
ABSENCE OF CLAIMS AGAINST THE COMPANY. Except for the ------------------------------------- Permitted Distribution, the Shareholder does not have any claims against the Company.
ABSENCE OF CLAIMS AGAINST THE COMPANY. No Stockholder has any claims against the Company.
ABSENCE OF CLAIMS AGAINST THE COMPANY. The Shareholder does not have any claims against the Company other than as disclosed herein, including without limitation, final settlement of intercompany accounts and transactions consistent with past practices.
ABSENCE OF CLAIMS AGAINST THE COMPANY. The Principal Shareholder ------------------------------------- Disclosure Schedule contains a description of all claims of the Principal Shareholder against CAG, including a description of any amounts payable to the Principal Shareholder as a consequence of the consummation of the transactions contemplated by this Agreement. Except as disclosed in the Principal Shareholder Schedule, the Principal Shareholder has no claim against CAG, except for accrued compensation and benefits and the reimbursement of expenses incurred in the ordinary course of business. The Principal Shareholder has no right, claim or interest in or to any stock or equity ownership interest in CAG other than those referred to in Section 4.2, and the Principal Shareholder has no right, claim or interest in or to any of the CAG Intellectual Property Rights.
ABSENCE OF CLAIMS AGAINST THE COMPANY. Except as set forth on SCHEDULE 4.8, no Stockholder has any claims against the Company, and upon consummation of the Stock Purchase and the distribution of the Purchase Price, no Stockholder will have any claims against the Company.
ABSENCE OF CLAIMS AGAINST THE COMPANY. No Stockholder has any claims against the Company, and upon consummation of the Stock Purchase and the distribution of the Purchase Price, no Stockholder will have any claims against the Company.
ABSENCE OF CLAIMS AGAINST THE COMPANY. The Member does not have any claims against the Company other than as disclosed herein.
ABSENCE OF CLAIMS AGAINST THE COMPANY. Other than (a) accrued amounts owed to Ind-TeleSoft under Software Consulting Agreement dated as of April 27, 1999 between Ind-TeleSoft and Target (the "Ind-TeleSoft Consulting Agreeement") (which are not in excess of $450,000 per month) and (b) accrued allocations of expenses between Target and TeleSoft as described in the Target Disclosure Schedule, (c) as is reflected on the Financial Statements and (d) accrued compensation and benefits and the reimbursement of expenses incurred in the ordinary course of business (the "Owed Amounts"), there are no claims of any such Principal Shareholder or Telesoft against Target, including a description of any amounts payable to such Principal Shareholder or Telesoft as a consequence of the consummation of the transactions contemplated by this Agreement. Except as disclosed in the Principal Shareholder and Telesoft Disclosure Schedule, such Principal Shareholder or Telesoft has no claim against Target, except for the Owed Amounts. Such Principal Shareholder has no right, claim or interest in or to any stock or equity ownership interest in Target other than those referred to in Section 3.2 or Appendix 4 to the Target Disclosure Schedule, and such Principal Shareholder and Telesoft has no right, claim or interest in or to any of Target Intellectual Property.
ABSENCE OF CLAIMS AGAINST THE COMPANY. The Stockholder has no claims against the Company, except for those to be satisfied prior to the Closing Date.