Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 33 contracts

Samples: Share Exchange Agreement (Magicstem Group Corp.), Share Exchange Agreement (Narnia Corp.), Share Exchange Agreement (On4 Communications Inc.)

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Absence of Undisclosed Liabilities. Except as disclosed in this Agreement and the Pubco SEC Documents, Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to PrivecoPubco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 4 contracts

Samples: Share Exchange Agreement (Silverstar Mining Corp.), Share Exchange Agreement (Silverstar Mining Corp.), Share Exchange Agreement (T & G Apothecary Inc)

Absence of Undisclosed Liabilities. Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial StatementsAccounting Date.

Appears in 3 contracts

Samples: Option and Put Agreement (Notox Technologies Corp.), Share Exchange Agreement (Tropic International Inc.), Share Exchange Agreement (Rockford Minerals Inc /Fi)

Absence of Undisclosed Liabilities. Pubco has no material Liabilities liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed (or are not required to be disclosed in writing to Privecoaccordance with GAAP); or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 3 contracts

Samples: Share Purchase Agreement (General Gold Corp), Share Purchase Agreement (General Metals Corp), Share Exchange Agreement (Global Innovative Systems Inc)

Absence of Undisclosed Liabilities. Neither Pubco has no nor the Pubco Subsidiary have material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 1 contract

Samples: Share Exchange Agreement (Technology Publishing, Inc.)

Absence of Undisclosed Liabilities. Pubco has no material Liabilities liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged;; D/CZM/678915.4 (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 1 contract

Samples: Share Exchange Agreement (Lamperd Less Lethal Inc)

Absence of Undisclosed Liabilities. Pubco has no does not have any material Liabilities or obligations obligations, either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 1 contract

Samples: Merger Agreement (Intellisense Solutions Inc.)

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Absence of Undisclosed Liabilities. Pubco has no material Liabilities liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 1 contract

Samples: Share Exchange Agreement (Metasun Enterprises Inc)

Absence of Undisclosed Liabilities. Pubco has no material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements. There are no material Liabilities, contingent or otherwise, of Pubco which are, in accordance with GAAP, required to be reserved against or disclosed in the Pubco Financial Statements which are not so reserved or disclosed.

Appears in 1 contract

Samples: Share Exchange Agreement (MMA Media Inc.)

Absence of Undisclosed Liabilities. Pubco has no does not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which: (a) are not set forth in the Pubco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan except as specifically disclosed in writing to Priveco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Pubco Financial Statements.

Appears in 1 contract

Samples: Share Exchange Agreement (Urban Barns Foods Inc.)

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