Common use of Absence of Undisclosed Liabilities; Indebtedness Clause in Contracts

Absence of Undisclosed Liabilities; Indebtedness. (a) Except as set forth in the notes to the Parent Financial Statements, Parent has no liability or obligation of any nature (whether absolute, accrued or contingent or otherwise) which is materially in excess of amounts shown or reserved therefor in the Parent Financial Statements other than (i) liabilities or obligations not required under GAAP on a basis consistent with that of preceding accounting periods to be reported on such Parent Financial Statements and (ii) liabilities or obligations incurred after the date of the Unaudited Parent Balance Sheet incurred in the ordinary course of business and consistent with past practice, it being understood that, for all purposes of this Agreement, Parent's ordinary course of business shall refer to the minimal business conducted by an inactive business with dormant or liquidating operations.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metasource Group Inc), Agreement and Plan of Merger (Rp Entertainment Inc)

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Absence of Undisclosed Liabilities; Indebtedness. (a) Except as disclosed in SCHEDULE 3.6(a) or as set forth in the notes to the Parent Financial Statements, Parent has no liability or obligation of any nature (whether absolute, accrued or contingent or otherwise) which is materially in excess of amounts shown or reserved therefor in the Parent Financial Statements other than (i) liabilities or obligations not required under GAAP on a basis consistent with that of preceding accounting periods to be reported on such Parent Financial Statements and (ii) liabilities or obligations incurred after the date of the Unaudited Parent Balance Sheet incurred in the ordinary course of business and consistent with past practice, it being understood that, for all purposes of this Agreement, Parent's ordinary course of business shall refer to the minimal business conducted by an inactive business with dormant or liquidating operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diomed Holdings Inc)

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Absence of Undisclosed Liabilities; Indebtedness. (a) Except as set forth in the notes to the Parent Financial Statements, Parent has no liability or obligation of any nature (whether absolute, accrued or contingent or otherwise) which is materially in excess of amounts shown or reserved therefor in the Parent Financial Statements other than (i) liabilities or obligations not required under GAAP on a basis consistent with that of preceding accounting periods to be reported on such Parent Financial Statements and (ii) liabilities or obligations incurred after the date of the Unaudited Parent Balance Sheet incurred in the ordinary course of business and consistent with past practice, it being understood that, for all purposes of this Agreement, Parent's ordinary course of business shall refer to the minimal business conducted by an inactive business with dormant or liquidating operations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biogentech Corp)

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