Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Purchase Agreements and the other agreements contemplated hereby and thereby, prior to the Closing, the Company has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets, or (iv) entered into any contracts or agreements.
Conduct of Business; Liabilities. Except as set forth in Schedule 2.4, the Corporation is not in default under, and no condition exists that with notice or lapse of time would constitute a default of the Corporation under (i) any mortgage, loan agreement, evidence of indebtedness, or other instrument evidencing borrowed money to which the Corporation is a party or by which the Corporation or the properties of the Corporation are bound or (ii) any judgment, order, or injunction of any court, arbitrator, or governmental agency that would reasonably be expected to affect materially and adversely the business, financial condition, or results of operations of the Corporation taken as a whole.
Conduct of Business; Liabilities. To the best of SAHP's knowledge, NuCo is not in default under, and no condition exists that with notice or lapse of time would constitute a default of NuCo under (i) any mortgage, loan agreement, evidence of indebtedness, or other instrument evidencing borrowed money to which NuCo is a party or by which NuCo or the properties of NuCo are bound or (ii) any judgment, order, or injunction of any court, arbitrator, or governmental agency that would reasonably be expected to affect materially and adversely the business, financial condition, or results of operations of NuCo taken as a whole.
Conduct of Business; Liabilities. Prior to the Closing, neither the Company nor any of its Subsidiaries has or will have conducted any business, or incurred any material expenses, obligations or liabilities, other than in connection with the negotiation of the Agreement and Plan of Merger, the preparation to consummate the transactions contemplated by the Agreement and Plan of Merger and to operate the businesses to be acquired pursuant thereto, the financing of such transactions and related expenses, and matters incidental thereto.
Conduct of Business; Liabilities. Prior to the Closing, the Company has not conducted any business, incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company, and whether due or to become due), violated any laws or governmental rules or regulations, or entered into any contracts or agreements other than this Agreement, the Acquisition Agreement and any other agreements contemplated by such agreements. In addition, prior to the Closing, the Company has not violated any laws or governmental rules or regulations.
Conduct of Business; Liabilities. Except as set forth in Schedule 3.6, the Seller is not in default under, and no condition exists that with notice or lapse of time would constitute a default of the Seller under (a) any mortgage, loan agreement, evidence of indebtedness, or other instrument evidencing borrowed money to which the Seller is a party or by which the Seller or the properties of the Seller are bound or (b) any judgment, order, or injunction of any court, arbitrator, or governmental agency that would reasonably be expected to affect materially and adversely the business, financial condition, or results of operations of the Seller taken as a whole.
Conduct of Business; Liabilities. Other than the negotiation, execution and delivery of this Agreement, the Acquisition Agreement and the other agreements contemplated hereby and thereby, prior to the Closing, the Company has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.
Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement and the other agreements contemplated hereby and thereby, prior to the Initial Closing, the Company has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.
(b) Except as set forth on the Schedule of Subsidiary Activities attached hereto and other than the negotiation, execution and delivery of the Professional Services Agreement and the Initial Senior Management Agreement, and the other agreements contemplated hereby and thereby, prior to the Initial Closing, Solera, Inc. has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to Solera, Inc. and whether due or to become due and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.
Conduct of Business; Liabilities. Other than in connection with the negotiation, execution and delivery of this Agreement, the Senior Management Agreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, the Management Services Agreement and the other agreements contemplated hereby and thereby and the consummation of the transactions set forth in the Stock Purchase Agreement (including the financing contemplated thereunder), prior to the Initial Closing, the Company has not (i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.
Conduct of Business; Liabilities. Except as contemplated by this Agreement and all other agreements and instruments contemplated hereby to which the Company is a party (including the Acquisition Agreement) and the consummation of the transactions contemplated herein and therein, prior to the Closing, the Company has not conducted any business, incurred any expenses, obligations or liabilities or entered into any contracts or agreements.
