Common use of Conduct of Business; Liabilities Clause in Contracts

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.

Appears in 4 contracts

Samples: Investor Purchase Agreement (Doyle Robert M), Investor Purchase Agreement (Doyle Robert M), Exhibit 16 (Doyle Robert M)

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Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Purchase Senior Management Agreements and the Registration 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, or (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.

Appears in 2 contracts

Samples: The Stock Purchase Agreement (TNS Inc), Stock Purchase Agreement (GTCR Fund Vii Lp)

Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Purchase Agreements Management Agreements, the Stockholders Agreement, the Professional Services Agreement, the Registration 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, or (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.

Appears in 1 contract

Samples: 2 Purchase Agreement (MST Enterprises Inc)

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. Section 3.

Appears in 1 contract

Samples: Investor Purchase Agreement (Doyle Robert M)

Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Senior Management Agreements, the Other Executive Stock Agreements, the Purchase Agreements 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, or (iv) entered into any contracts or agreements.

Appears in 1 contract

Samples: Executive Stock Agreement (Doyle Robert M)

Conduct of Business; Liabilities. Other than in the course of -------------------------------- the -------------------------------- negotiation, execution and delivery of this Agreement, the Senior Management Agreements, the Other Executive Stock Agreements, the Purchase Agreements 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, or (iv) entered into any contracts or agreements.

Appears in 1 contract

Samples: Exhibit 28 (Doyle Robert M)

Conduct of Business; Liabilities. Other than in the -------------------------------- course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Senior Management Agreements, the Other Executive Stock Agreements, the Purchase Agreements 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, or (iv) entered into any contracts or agreements.

Appears in 1 contract

Samples: Exhibit 27 (Doyle Robert M)

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Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, -------------------------------- execution and delivery of this Agreement, the Purchase Agreements Management Agreement, the Stockholders Agreement, the Professional Services Agreement, the Registration 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, or (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.

Appears in 1 contract

Samples: Purchase Agreement (Zefer Corp)

Conduct of Business; Liabilities. Other than in the course of the -------------------------------- negotiation, execution and delivery of this Agreement, the Purchase Agreements other Transaction Documents 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, or (v) violated any laws or governmental rules or regulations.

Appears in 1 contract

Samples: Stock Purchase Agreement (HealthSpring, Inc.)

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.

Appears in 1 contract

Samples: Exhibit 17 (Doyle Robert M)

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