Common use of Absence of Undisclosed Liabilities Clause in Contracts

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Appears in 10 contracts

Samples: Merger Agreement (Active With Me Inc.), Merger Agreement (Be Active Holdings, Inc.), Merger Agreement (Bullfrog Gold Corp.)

AutoNDA by SimpleDocs

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.

Appears in 8 contracts

Samples: Merger Agreement (Souders Richard Vaughn), Merger Agreement (LG Holding Corp), Merger Agreement (Magic Communications Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Appears in 8 contracts

Samples: Merger Agreement (Clear Skies Holdings Inc), Merger Agreement (Greenleaf Forest Products, Inc.), Merger Agreement (Heavy Metal, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Appears in 6 contracts

Samples: Merger Agreement (Fitness Xpress Software Inc.), Merger Agreement (Broadcaster Inc), Merger Agreement (Handheld Entertainment, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and Company, (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures, and (e) obligations under this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Ip Technology Services, Inc.), Merger Agreement (Blue Calypso, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSheets, (b) to the extent set forth on or reserved against in the Balance Sheet Sheets or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Appears in 2 contracts

Samples: Merger Agreement (BeesFree, Inc.), Merger Agreement (Casita Enterprises, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules or provided to Parent prior to closing.

Appears in 2 contracts

Samples: Merger Agreement (WestMountain Alternative Energy Inc), Merger Agreement (WESTMOUNTAIN Co)

Absence of Undisclosed Liabilities. The Company has Companies have no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (ai) as disclosed in the Balance SheetSheets, (bii) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (ciii) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Companies, and (div) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules to this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (RTG Ventures Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.11 and/or Schedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.

Appears in 1 contract

Samples: Merger Agreement (Quality Exchange Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.11 and/or Schedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.

Appears in 1 contract

Samples: Merger Agreement (Spatializer Audio Laboratories Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Appears in 1 contract

Samples: Merger Agreement (Southridge Technology Group, Inc.)

AutoNDA by SimpleDocs

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.

Appears in 1 contract

Samples: Merger Agreement (Agronix Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetCompany Disclosure Schedule, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Datebusiness, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresCompany Disclosure Schedule.

Appears in 1 contract

Samples: Merger Agreement (Powerverde, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and Company, (d) by the specific terms of any written agreement, document or arrangement identified in this Agreement or the DisclosuresSchedules hereto, and (e) obligations under this Agreement.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (SSTL, Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet DateApril 30, 2005, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.

Appears in 1 contract

Samples: Merger Agreement (Aries Ventures Inc)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules hereto.

Appears in 1 contract

Samples: Securities Exchange Agreement (Sustainable Projects Group Inc.)

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in Schedule 2.9 and/or Schedule 2.10 of the Balance SheetDisclosure Schedules, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsCompany Financials, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet DateDecember 31, 2015, none of which (individually or in the aggregate) has had or will have a material adverse effect Material Adverse Effect on the Condition of the Company and Company, or (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresDisclosure Schedules.

Appears in 1 contract

Samples: Merger Agreement (AMERI Holdings, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!