Common use of No Undisclosed Liabilities; Absence of Changes Clause in Contracts

No Undisclosed Liabilities; Absence of Changes. As of November 22, 2004, HAIDA GWAI does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAI. Except as publicly disclosed by HAIDA GWAI, since January 19, 2000, HAIDA GWAI has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAI. There has not been (i) any material change by HAIDA GWAI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI of any of its assets having a Material Adverse Effect on HAIDA GWAI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Share Exchange (E-RenterUSA, Inc.), Agreement and Plan of Share Exchange (E-RenterUSA, Inc.), Agreement and Plan of Share Exchange (E-RenterUSA, Inc.)

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No Undisclosed Liabilities; Absence of Changes. As Except as set forth in Section 3.8 of November 22the Muex Xxsclosure Schedule and except as and to the extent publicly disclosed by Muex xx the Muex XXC Reports, 2004as of December 31, HAIDA GWAI does 2009, Muex xxes not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI Muex (including xncluding the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAIMuex. Except Xxcept as publicly disclosed by HAIDA GWAIMuex, since January 19xince March 31, 20002010, HAIDA GWAI has Muex xxs not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI having Muex xxving or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAIMuex. There Xxcept as and to the extent publicly disclosed by Muex xx the Muex XXC Reports and except as set forth in Section 3.8 of the Muex Xxsclosure Schedule, since March 31, 2010, there has not been (i) any material change by HAIDA GWAI in Muex xx its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI of Muex xx any of its assets having a Material Adverse Effect on HAIDA GWAIMuex, includingxncluding, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 6.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 3 contracts

Samples: Agreement of Purchase (Musician's Exchange), Agreement of Purchase (Musician's Exchange), Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. As Except as set forth in Section 2.8 of November 22the EZJR Disclosure Schedule and except as and to the extent publicly disclosed by EZJR in the EZJR SEC Reports, 2004as of December 31, HAIDA GWAI 2007, EZJR does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI EZJR (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAIEZJR. Except as publicly disclosed by HAIDA GWAIXXXX, since January 19xxxxx Xxxxxxxx 00, 20000000, HAIDA GWAI XXXX has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI EZJR having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAIEZJR. There Except as and to the extent publicly disclosed by EZJR in the EZJR SEC Reports and except as set forth in Section 2.8 of the EZJR Disclosure Schedule, since December 31, 2007, there has not been (i) any material change by HAIDA GWAI EZJR in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI EZJR of any of its assets having a Material Adverse Effect on HAIDA GWAIEZJR, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Merger (EZJR, Inc.), Acquisition Agreement and Plan of Merger (EZJR Inc)

No Undisclosed Liabilities; Absence of Changes. As Except as set forth in Section 2.8 of November 22the GRMI Disclosure Schedule and except as and to the extent publicly disclosed by GRMI in the GRMI SEC Reports, 2004as of March 31, HAIDA GWAI 2010, GRMI does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI GRMI (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAIGRMI. Except as publicly disclosed by HAIDA GWAIGRMI, since January 19March 31, 20002010, HAIDA GWAI GRMI has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI GRMI having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAIGRMI. There Except as and to the extent publicly disclosed by GRMI in the GRMI SEC Reports and except as set forth in Section 2.8 of the GRMI Disclosure Schedule, since March 31, 2010, there has not been (i) any material change by HAIDA GWAI GRMI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI GRMI of any of its assets having a Material Adverse Effect on HAIDA GWAIGRMI, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Guardian 8 Holdings), Agreement and Plan of Merger (Global Risk Management & Investigative Solutions)

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No Undisclosed Liabilities; Absence of Changes. As Except as set forth in Section 2.8 of the HGLB Disclosure Schedule and except as and to the extent publicly disclosed by HGLB in the HGLB SEC Reports, as of November 2230, 20042010, HAIDA GWAI HGLB does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI HGLB (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAIHGLB. Except as publicly disclosed by HAIDA GWAIHGLB, since January 19November 30, 20002010, HAIDA GWAI HGLB has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI HGLB having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAIHGLB. There Except as and to the extent publicly disclosed by HGLB in the HGLB SEC Reports and except as set forth in Section 2.8 of the HGLB Disclosure Schedule, since November 30, 2010, there has not been (i) any material change by HAIDA GWAI HGLB in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI HGLB of any of its assets having a Material Adverse Effect on HAIDA GWAIHGLB, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Highland Business Services, Inc.)

No Undisclosed Liabilities; Absence of Changes. As Except as set forth in Section 2.8 of November 22the HGLB Disclosure Schedule and except as and to the extent publicly disclosed by HGLB in the HGLB SEC Reports, 2004as of February 28, HAIDA GWAI 2011, HGLB does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of HAIDA GWAI HGLB (including the notes thereto) or which would have a Material Adverse Effect on HAIDA GWAIHGLB. Except as publicly disclosed by HAIDA GWAIHGLB, since January 19February 28, 20002011, HAIDA GWAI HGLB has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to HAIDA GWAI HGLB having or which reasonably could be expected to have, a Material Adverse Effect on HAIDA GWAIHGLB. There Except as and to the extent publicly disclosed by HGLB in the HGLB SEC Reports and except as set forth in Section 2.8 of the HGLB Disclosure Schedule, since February 28, 2011, there has not been (i) any material change by HAIDA GWAI HGLB in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by HAIDA GWAI HGLB of any of its assets having a Material Adverse Effect on HAIDA GWAIHGLB, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Highland Business Services, Inc.)

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