Common use of Conduct of Business; Liabilities Clause in Contracts

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.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Solera Holdings LLC), Unit Purchase Agreement (Solera Holdings LLC)

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Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Management AgreementAgreements, the Securityholders Stockholders 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, agreements or (v) violated any laws or governmental rules or regulations.

Appears in 2 contracts

Samples: Purchase Agreement (Digitalnet Holdings Inc), Purchase Agreement (Digitalnet Holdings Inc)

Conduct of Business; Liabilities. (a) Other than in connection with (x) the negotiation, execution and delivery of this Agreement, the Initial Senior Management Agreement, the Securityholders Agreement, the Registration Agreement, the Professional Services Agreement, the Acquisition Agreement and the other agreements transactions contemplated hereby and therebyin connection therewith, prior to the Initial Closingincluding any financing transactions, 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.

Appears in 1 contract

Samples: Purchase Agreement (Tsi Finance Inc)

Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Management Agreement, the Securityholders Executive Stock Agreements, the Stockholders 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, agreements or (v) violated any laws or governmental rules or regulations.

Appears in 1 contract

Samples: Purchase Agreement (VeriFone Holdings, Inc.)

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 Acquisition 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tsi Finance Inc)

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, and except as has been disclosed or made available to Interprise, prior to the Initial Closing, the Company has not not: (i) conducted any business, ; (ii) incurred any material 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 material assets, ; (iv) entered into any material contracts or agreements, ; or (v) violated any laws or governmental rules or regulations.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Commerce Online Inc)

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Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Management AgreementAgreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Co-Invest Purchase Agreement, the Stock Purchase Agreement, the Acquisition 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.

Appears in 1 contract

Samples: Unit Purchase Agreement (GTCR Fund Vii Lp)

Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Executive 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.

Appears in 1 contract

Samples: Unit Purchase Agreement (Tsi Finance Inc)

Conduct of Business; Liabilities. (a) Other than the negotiation, execution and delivery of this Agreement, the Initial Senior Management AgreementAgreements, the Securityholders Agreement, the Registration Agreement, the Professional Services Stockholders 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.

Appears in 1 contract

Samples: Equity Purchase Agreement (U S Aggregates Inc)

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