Common use of Absence of Undisclosed Material Liabilities Clause in Contracts

Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company, any Subsidiary or any Joint Venture of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Closing Statement, the Financial Statements, the Interim Financial Statements or the notes thereto, (b) set forth in Section 3.07 of the Disclosure Schedule or (c) incurred since the Economic Effective Date in the ordinary course of business of the Company, the Subsidiaries and the Joint Ventures.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (PNA Group Holding CORP)

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Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company, Company or any Subsidiary or any Joint Venture of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Closing Statement, Reference Balance Sheet or the Financial Statements, the Interim Financial Statements or the notes thereto, (b) set forth in Section 3.07 of the Disclosure Schedule Schedule, or (c) incurred since the Economic Effective Reference Date in the ordinary course of business of the Company, the Subsidiaries Company and the Joint VenturesSubsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (CONSOL Energy Inc)

Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company, any Company or the Subsidiary or any Joint Venture of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Closing Statement, the Interim Financial Statements, the Interim Financial Statements or the notes thereto, (b) set forth in Section 3.07 3.05 of the Disclosure Schedule or Schedule, (c) incurred since the Economic Effective Reference Statement Date in the ordinary course of business of the Company, the Subsidiaries Company and the Joint VenturesSubsidiary or (d) that are not material, either individually or in the aggregate.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innophos Holdings, Inc.)

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Absence of Undisclosed Material Liabilities. There are no Liabilities of the Company, Company or any Subsidiary or any Joint Venture of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Closing Statement, the Financial Statements, the Interim Financial Statements or the notes thereto, (b) set forth disclosed in, related to or arising under any agreements, instruments or other matters referred to or disclosed in Section 3.07 of the Disclosure Schedule this Agreement or (c) incurred since the Economic Effective Date in the ordinary course of business of the Company, the Subsidiaries and the Joint Ventureswhich would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Yingli Green Energy Holding Co LTD)

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