Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.
Appears in 6 contracts
Samples: Series B Preferred Stock Purchase Agreement (Regeneron Pharmaceuticals, Inc.), Series a Preferred Stock Purchase Agreement, Series a and a 1 Preferred Stock Purchase Agreement
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.
Appears in 5 contracts
Samples: Joinder Agreement, Joinder Agreement (Opko Health, Inc.), Series a Preferred Stock Purchase Agreement (Acacia Research Corp)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made the Notes and in connection with the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesAdvance and (iii) as contemplated by the Merger Agreement and the Transaction Documents.
Appears in 5 contracts
Samples: Secured Convertible Note Purchase Agreement (Lewis & Clark Ventures I, LP), Secured Convertible Note Purchase Agreement (Steinberg Michael), Secured Convertible Note Purchase Agreement (Gonzalez May Carlos Alfredo)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesGAAP.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.), Series a Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.), Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation formation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.
Appears in 2 contracts
Samples: Option Agreement (Grown Rogue International Inc.), Option Agreement (Grown Rogue International Inc.)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles. The books of account and financial records of the Company are true and correct and have been prepared and are maintained in accordance with sound accounting practice.
Appears in 2 contracts
Samples: Contribution Agreement (Evolus, Inc.), Contribution Agreement (Evolus, Inc.)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business (none of which are, individually or in the aggregate, material) that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Scientific Learning Corp), Securities Purchase Agreement (Scientific Learning Corp)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent contingent, direct or indirect (individually or in the aggregate), which is not disclosed in the Financial Statements, except (i) obligations and liabilities incurred after the date of incorporation the audited Financial Statements in the ordinary course of business that which are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesaggregate material.
Appears in 2 contracts
Samples: Licensing and Manufacturing Agreement (FSC Semiconductor Corp), Licensing and Manufacturing Agreement (FSC Semiconductor Corp)
Material Liabilities. The Company has no liability material liabilities or obligation, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in the Unaudited Financial Statements, (ii) liabilities and liabilities obligations which have been incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregatebusiness, and (iiiii) liabilities and obligations under sales, procurement, licenses and other contracts made and arrangements entered into in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesbusiness.
Appears in 1 contract
Samples: Note Purchase Agreement (Vialink Co)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except except
(ia) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (iib) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesprinciples consistently applied throughout the periods indicated.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Chaparral Network Storage Inc)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with the requirements of Hong Kong law and generally accepted accounting principles.
Appears in 1 contract
Material Liabilities. The Company has no liability material liabilities or obligationobligations, absolute or contingent (individually or in the aggregate), except (i) the liabilities and obligations set forth in SCHEDULE 2; (ii) liabilities and liabilities obligations which have been incurred after the date of incorporation in the ordinary course of business that which are not materialnot, individually or in the aggregate, materially adverse to the Company and (iiiii) liabilities and obligations under sales, procurement, leases and other contracts made and arrangements entered into in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesbusiness.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Arnold Palmer Golf Co)
Material Liabilities. The Except as set forth in the Financial Statements, the Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, aggregate and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements Financial Statements prepared in accordance with generally accepted accounting principlesprinciples and which are not material.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Argonaut Technologies Inc)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesGAAP, and (iii) that are not fully reflected and disclosed in the financial statements provided by the Company to ALPP.
Appears in 1 contract
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.β
Appears in 1 contract
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course Ordinary Course of business Business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course Ordinary Course of business Business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesGAAP, and (iii) that are not fully reflected and disclosed in the financial statements provided by the Company to ALPP.
Appears in 1 contract
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (ia) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (iib) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesIAS.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Qlik Technologies Inc)
Material Liabilities. The Company has no liability material liabilities or obligationobligations, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities other than those incurred after the date of incorporation in the ordinary course of business that are not material, individually or business) except the liabilities and obligations set forth in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesFinancial Statements.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (U S Wireless Corp)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations obligation and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Par Pharmaceutical Companies, Inc.)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (ia) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (iib) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.β
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Imperva Inc)
Material Liabilities. The Company has no material liability or obligation, absolute or contingent (individually or in the aggregate), that is not disclosed in the Interim Financial Statements, except (i) obligations and liabilities incurred after the date of incorporation the Interim Financial Statements in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesaggregate material.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Unified Western Grocers Inc)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation and (ii) obligations under contracts, in each case made or entered into in the ordinary course of business that are not materialthat, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principleshave a Material Adverse Effect.
Appears in 1 contract
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principlesprinciples and (iii) obligations under the Acquisition Agreement and the Transaction Agreements.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amtrust Financial Services, Inc.)
Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with generally accepted accounting principles.GAAP..
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Anebulo Pharmaceuticals, Inc.)
