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. (b) Parent has no Indebtedness which has not been incurred in the ordinary course of business and consistent with past practice except as disclosed in the Parent Financial Statements.

Appears in 2 contracts

Samples: Merger Agreement (Metasource Group Inc), Merger Agreement (Rp Entertainment 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. (b) SCHEDULE 3.6(b). Other than as specified on SCHEDULE 3.6(b), Parent has no Indebtedness which has not been incurred in the ordinary course of business and consistent with past practice except as disclosed in the Parent Financial Statements.

Appears in 1 contract

Samples: Merger Agreement (Biogentech Corp)

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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. (b) Except as disclosed in SCHEDULE 3.6(b), Parent has no Indebtedness which has not been incurred in the ordinary course of business and consistent with past practice except as disclosed in the Parent Financial Statementspractice.

Appears in 1 contract

Samples: Merger Agreement (Diomed Holdings Inc)

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