Common use of Absence of Undisclosed Liabilities; No Dealings with Affiliates Clause in Contracts

Absence of Undisclosed Liabilities; No Dealings with Affiliates. As of the date of the Balance Sheet, the Company had no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise and whether due or to become due (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed on the Balance Sheet or the footnotes thereto that were not adequately reflected or reserved against on the Balance Sheet or disclosed in the related footnotes. The Company has no liabilities of the type required to be reflected or disclosed on a balance sheet or the footnotes thereto in accordance with generally accepted accounting principles, other than liabilities (i) adequately reflected or reserved against on the Balance Sheet or disclosed in the related footnotes, (ii) incurred since the date of the Balance Sheet in the ordinary course of business and consistent with past practice, (iii) that would not, in the aggregate, have a material adverse effect on the Company taken as a whole, or (iv) disclosed in this Agreement. The Company has no contractual arrangement with or commitment to or from any of its stockholders, officers, management, directors or employees (or their family members) other than such as may have been entered into in the normal course of employment, including, without limiting the generality of the foregoing, being directly or indirectly a joint investor or coventurer with respect to, or owner, lessor, lessee, licenser or licensee of, any real or personal property, tangible or intangible, owned or used by, or a lender to or debtor of, the Company.

Appears in 2 contracts

Samples: Share Purchase Agreement (Thermo Bioanalysis Corp /De), Share Purchase Agreement (Thermo Bioanalysis Corp /De)

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Absence of Undisclosed Liabilities; No Dealings with Affiliates. As of the date of the Balance Sheet, none of the Company Companies had no any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise and whether due or to become due (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed on the Balance Sheet or the footnotes thereto that were not adequately reflected or reserved against on the Balance Sheet or disclosed in Sheet. None of the related footnotes. The Company Companies has no any liabilities of the type required to be reflected or disclosed on a balance sheet or the footnotes thereto in accordance with U.K. generally accepted accounting principles, other than liabilities (i) adequately reflected or reserved against on the Balance Sheet or disclosed in the related footnotesSheet, (ii) incurred since the date of the Balance Sheet in the ordinary course of business and consistent with past practice, (iii) that would not, in the aggregate, have a material adverse effect on the Company Companies taken as a whole, or (iv) disclosed in this Agreement. The Company None of the Companies has no any contractual arrangement with or commitment to or from any of its stockholders, officers, management, directors or employees (or their family members) other than such as may have been entered into in the normal course of employment, including, without 6PAGE limiting the generality of the foregoing, being directly or indirectly a joint investor or coventurer with respect to, or owner, lessor, lessee, licenser or licensee of, any real or personal property, tangible or intangible, owned or used by, or a lender to or debtor of, the such Company.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Thermoquest Corp \De\)

Absence of Undisclosed Liabilities; No Dealings with Affiliates. As of the date of the its respective Balance Sheet, none of the Company Companies had no any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise and whether due or to become due (including without limitation, 5PAGE liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed on the such Balance Sheet or the footnotes thereto that were not adequately reflected or reserved against on the such Balance Sheet or disclosed in Sheet. None of the related footnotes. The Company Companies has no any liabilities of the type required to be reflected or disclosed on a balance sheet or the footnotes thereto in accordance with U.K. generally accepted accounting principles, other than liabilities (i) adequately reflected or reserved against on the its respective Balance Sheet or disclosed in the related footnotesSheet, (ii) incurred since the date of the such Balance Sheet in the ordinary course of business and consistent with past practice, (iii) that would not, in the aggregate, have a material adverse effect on the Company Companies taken as a whole, or (iv) disclosed in this Agreement. The Company None of the Companies has no any contractual arrangement with or commitment to or from any of its stockholders, officers, management, directors or employees (or their family members) other than such as may have been entered into in the normal course of employment, including, without limiting the generality of the foregoing, being directly or indirectly a joint investor or coventurer with respect to, or owner, lessor, lessee, licenser or licensee of, any real or personal property, tangible or intangible, owned or used by, or a lender to or debtor of, the such Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Thermo Bioanalysis Corp /De)

Absence of Undisclosed Liabilities; No Dealings with Affiliates. As of the date of the its respective Balance Sheet, none of the Company Companies had no any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise and whether due or to become due (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed on the such Balance Sheet or the footnotes thereto that were not adequately reflected or reserved against on the such Balance Sheet or disclosed in Sheet. None of the related footnotes. The Company Companies has no any liabilities of the type required to be reflected or disclosed on a balance sheet or the footnotes thereto in accordance with U.K. generally accepted accounting principles, other than liabilities (i) adequately reflected or reserved against on the its respective Balance Sheet or disclosed in the related footnotesSheet, (ii) incurred since the date of the such Balance Sheet in the ordinary course of business and consistent with past practice, (iii) that would not, in the aggregate, have a material adverse effect on the Company Companies taken as a whole, or (iv) disclosed in this Agreement. The Company None of the Companies has no any contractual arrangement with or commitment to or from any of its stockholders, officers, management, directors or employees (or their family members) other than such as may have been entered into in the normal course of employment, including, without limiting the generality of the foregoing, being directly or indirectly a joint investor or coventurer with respect to, or owner, lessor, lessee, licenser or licensee of, any real or personal property, tangible or intangible, owned or used by, or a lender to or debtor of, the such Company.. 6PAGE

Appears in 1 contract

Samples: Share Purchase Agreement (Thermo Optek Corp)

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Absence of Undisclosed Liabilities; No Dealings with Affiliates. As of the date of the Balance Sheet, none of the Company Companies had no any material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise and 5PAGE whether due or to become due (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others or liabilities for taxes due or then accrued or to become due), required to be reflected or disclosed on the Balance Sheet or the footnotes thereto that were not adequately reflected or reserved against on the Balance Sheet or disclosed in Sheet. None of the related footnotes. The Company Companies has no any liabilities of the type required to be reflected or disclosed on a balance sheet or the footnotes thereto in accordance with U.K. generally accepted accounting principles, other than liabilities (i) adequately reflected or reserved against on the Balance Sheet or disclosed in the related footnotesSheet, (ii) incurred since the date of the Balance Sheet in the ordinary course of business and consistent with past practice, (iii) that would not, in the aggregate, have a material adverse effect on the Company Companies taken as a whole, or (iv) disclosed in this Agreement. The Company None of the Companies has no any contractual arrangement with or commitment to or from any of its stockholders, officers, management, directors or employees (or their family members) other than such as may have been entered into in the normal course of employment, including, without limiting the generality of the foregoing, being directly or indirectly a joint investor or coventurer with respect to, or owner, lessor, lessee, licenser or licensee of, any real or personal property, tangible or intangible, owned or used by, or a lender to or debtor of, the such Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Thermo Bioanalysis Corp /De)

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