No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI Disclosure Schedule and except as and to the extent publicly disclosed by RAI in the RAI SEC Reports, as of December 31, 1999, RAI 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 RAI (including the notes thereto) or which would have a Material Adverse Effect on RAI. Except as publicly disclosed by RAI, since December 31, 1999, RAI 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 RAI having or which reasonably could be expected to have, a Material Adverse Effect on RAI. Except as and to the extent publicly disclosed by RAI in the RAI SEC Reports and except as set forth in Section 2.8 of the RAI Disclosure Schedule, since December 31, 1999, there has not been (i) any material change by RAI 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 RAI of any of its assets having a Material Adverse Effect on RAI, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI BTTA Disclosure Schedule and except as and to the extent publicly disclosed by RAI BTTA in the RAI BTTA SEC Reports, as of December 31September 30, 19992008, RAI BTTA 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 RAI BTTA (including the notes thereto) or which would have a Material Adverse Effect on RAIBTTA. Except as publicly disclosed by RAIBTTA, since December 31September 30, 19992008, RAI BTTA 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 RAI BTTA having or which reasonably could be expected to have, a Material Adverse Effect on RAIBTTA. Except as and to the extent publicly disclosed by RAI BTTA in the RAI BTTA SEC Reports and except as set forth in Section 2.8 of the RAI BTTA Disclosure Schedule, since December 31September 30, 19992008, there has not been (i) any material change by RAI BTTA 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 RAI BTTA of any of its assets having a Material Adverse Effect on RAIBTTA, 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: Acquisition Agreement (Boatatopia)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI NOHO Disclosure Schedule and except as and to the extent publicly disclosed by RAI NOHO in the RAI NOHO SEC Reports, as of December 31January 30, 19992013, RAI NOHO 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 RAI NOHO (including the notes thereto) or which would have a Material Adverse Effect on RAINOHO. Except as publicly disclosed by RAINOHO, since December October 31, 19992012, RAI NOHO 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 RAI NOHO having or which reasonably could be expected to have, a Material Adverse Effect on RAINOHO. Except as and to the extent publicly disclosed by RAI NOHO in the RAI NOHO SEC Reports and except as set forth in Section 2.8 of the RAI NOHO Disclosure Schedule, since December October 31, 19992012, there has not been (i) any material change by RAI NOHO 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 RAI NOHO of any of its assets having a Material Adverse Effect on RAINOHO, 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: Acquisition Agreement (NOHO, Inc.)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI COPSIL Disclosure Schedule and except as and to the extent publicly disclosed by RAI COPSIL in the RAI COPSIL SEC Reports, as of December March 31, 19992000, RAI COPSIL 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 RAI COPSIL (including the notes thereto) or which would have a Material Adverse Effect on RAICOPSIL. Except as publicly disclosed by RAICOPSIL, since December March 31, 19992000, RAI COPSIL 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 RAI COPSIL having or which reasonably could be expected to have, a Material Adverse Effect on RAICOPSIL. Except as and to the extent publicly disclosed by RAI COPSIL in the RAI COPSIL SEC Reports and except as set forth in Section 2.8 of the RAI COPSIL Disclosure Schedule, since December March 31, 19992000, there has not been (i) any material change by RAI COPSIL 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 RAI COPSIL of any of its assets having a Material Adverse Effect on RAICOPSIL, 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: Acquisition Agreement (Cochstedt International Airport Inc)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI MRCD Disclosure Schedule and except as and to the extent publicly disclosed by RAI MRCD in the RAI MRCD SEC Reports, as of December 31, 19992013, RAI MRCD 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 RAI MRCD (including the notes thereto) or which would have a Material Adverse Effect on RAIMRCD. Except as publicly disclosed by RAIMRCD, since December 31, 19992013, RAI MRCD 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 RAI MRCD having or which reasonably could be expected to have, a Material Adverse Effect on RAIMRCD. Except as and to the extent publicly disclosed by RAI MRCD in the RAI MRCD SEC Reports and except as set forth in Section 2.8 of the RAI MRCD Disclosure Schedule, since December 31, 19992013, there has not been (i) any material change by RAI MRCD 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 RAI MRCD of any of its assets having a Material Adverse Effect on RAIMRCD, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI DEZ Disclosure Schedule and except as and to the extent publicly disclosed by RAI DEZ in the RAI DEZ SEC Reports, as of December 31, 19992003, RAI DEZ 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 RAI DEZ (including the notes thereto) or which would have a Material Adverse Effect on RAIDEZ. Except as publicly disclosed by RAIDEZ, since December March 31, 19992005, RAI DEZ 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 RAI DEZ having or which reasonably could be expected to have, a Material Adverse Effect on RAIDEZ. Except as and to the extent publicly disclosed by RAI DEZ in the RAI DEZ SEC Reports and except as set forth in Section 2.8 of the RAI DEZ Disclosure Schedule, since December 31March 30, 19992004, there has not been (i) any material change by RAI DEZ 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 RAI DEZ of any of its assets having a Material Adverse Effect on RAIDEZ, 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: Acquisition Agreement (DEZ, Inc.)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI XXXX Disclosure Schedule and except as and to the extent publicly disclosed by RAI XXXX in the RAI XXXX SEC Reports, as of December 31September 30, 19992013, RAI XXXX 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 RAI XXXX (including the notes thereto) or which would have a Material Adverse Effect on RAIXXXX. Except as publicly disclosed by RAIXXXX, since December 31September 30, 19992013, RAI 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 RAI XXXX having or which reasonably could be expected to have, a Material Adverse Effect on RAIXXXX. Except as and to the extent publicly disclosed by RAI XXXX in the RAI XXXX SEC Reports and except as set forth in Section 2.8 of the RAI XXXX Disclosure Schedule, since December 31September 30, 19992013, there has not been (i) any material change by RAI XXXX 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 RAI XXXX of any of its assets having a Material Adverse Effect on RAIXXXX, 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: Acquisition Agreement (Capstone Financial Group, Inc.)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI LitFunding Disclosure Schedule and except as and to the extent publicly disclosed by RAI in the RAI SEC ReportsSchedule, as of December 31September 30, 19992005, RAI LitFunding 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 RAI LitFunding (including the notes thereto) or which would have a Material Adverse Effect on RAILitFunding. Except as publicly disclosed by RAIset forth in Section 2.8 of the LitFunding Disclosure Schedule, since December 31, 1999, RAI LitFunding 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 RAI LitFunding having or which reasonably could be expected to have, a Material Adverse Effect on RAILitFunding. Except as and to the extent publicly disclosed by RAI in the RAI SEC Reports and except as set forth in Section 2.8 of the RAI LitFunding Disclosure Schedule, since December 31September 30, 19992005, there has not been (i) any material change by RAI LitFunding 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 RAI LitFunding of any of its assets having a Material Adverse Effect on RAILitFunding, 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: Merger Agreement (Litfunding Corp)
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 3.8 of the RAI Xxxx Disclosure Schedule and except as and to the extent publicly disclosed by RAI Xxxx in the RAI Xxxx SEC Reports, as of December 31, 19992009, RAI Xxxx 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 RAI Xxxx (including the notes thereto) or which would have a Material Adverse Effect on RAIXxxx. Except as publicly disclosed by RAIXxxx, since December March 31, 19992010, RAI 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 RAI Xxxx having or which reasonably could be expected to have, a Material Adverse Effect on RAIXxxx. Except as and to the extent publicly disclosed by RAI Xxxx in the RAI Xxxx SEC Reports and except as set forth in Section 2.8 3.8 of the RAI Xxxx Disclosure Schedule, since December March 31, 19992010, there has not been (i) any material change by RAI Xxxx 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 RAI Xxxx of any of its assets having a Material Adverse Effect on RAIXxxx, 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 6.1 of this Agreement had such action or event occurred after the date of this Agreement.
Appears in 1 contract
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI XXX Disclosure Schedule and except as and to the extent publicly disclosed by RAI XXX in the RAI XXX SEC Reports, as of December 31, 19990000, RAI XXX 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 RAI XXX (including the notes thereto) or which would have a Material Adverse Effect on RAIXXX. Except as publicly disclosed by RAIXXX, since December 31, 19990000, RAI XXX 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 RAI XXX having or which reasonably could be expected to have, a Material Adverse Effect on RAIXXX. Except as and to the extent publicly disclosed by RAI XXX in the RAI XXX SEC Reports and except as set forth in Section 2.8 of the RAI XXX Disclosure Schedule, since December 31March 30, 19992004, there has not been (i) any material change by RAI XXX 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 RAI XXX of any of its assets having a Material Adverse Effect on RAIXXX, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI RIL Disclosure Schedule and except as and to the extent publicly disclosed by RAI RIL in the RAI RIL SEC Reports, as of December 31, 19992004, RAI RIL 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 RAI RIL (including the notes thereto) or which would have a Material Adverse Effect on RAIRIL. Except as publicly disclosed by RAIRIL, since December 31, 19992004, RAI RIL 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 RAI RIL having or which reasonably could be expected to have, a Material Adverse Effect on RAIRIL. Except as and to the extent publicly disclosed by RAI RIL in the RAI RIL SEC Reports and except as set forth in Section 2.8 of the RAI RIL Disclosure Schedule, since December 31, 19992004, there has not been (i) any material change by RAI RIL 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 RAI RIL of any of its assets having a Material Adverse Effect on RAIRIL, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI MGOL Disclosure Schedule and except as and to the extent publicly disclosed by RAI MGOL in the RAI MGOL SEC Reports, as of December March 31, 19992009, RAI MGOL 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 RAI MGOL (including the notes thereto) or which would have a Material Adverse Effect on RAIMGOL. Except as publicly disclosed by RAIMGOL, since December March 31, 19992009, RAI MGOL 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 RAI MGOL having or which reasonably could be expected to have, a Material Adverse Effect on RAIMGOL. Except as and to the extent publicly disclosed by RAI MGOL in the RAI MGOL SEC Reports and except as set forth in Section 2.8 of the RAI MGOL Disclosure Schedule, since December March 31, 19992009, there has not been (i) any material change by RAI MGOL 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 RAI MGOL of any of its assets having a Material Adverse Effect on RAIMGOL, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI ACBR Disclosure Schedule and except as and to the extent publicly disclosed by RAI ACBR in the RAI ACBR SEC Reports, as of December 31September 30, 19992010, RAI ACBR 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 RAI ACBR (including the notes thereto) or which would have a Material Adverse Effect on RAIACBR. Except as publicly disclosed by RAIACBR, since December 31September 30, 19992010, RAI ACBR 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 RAI ACBR having or which reasonably could be expected to have, a Material Adverse Effect on RAIACBR. Except as and to the extent publicly disclosed by RAI ACBR in the RAI ACBR SEC Reports and except as set forth in Section 2.8 of the RAI ACBR Disclosure Schedule, since December 31September 30, 19992010, there has not been (i) any material change by RAI ACBR 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 RAI ACBR of any of its assets having a Material Adverse Effect on RAIACBR, 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
No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the RAI LRMK Disclosure Schedule and except as and to the extent publicly disclosed by RAI LRMK in the RAI LRMK SEC Reports, as of December 31September 30, 19992003, RAI LRMK 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 RAI LRMK (including the notes thereto) or which would have a Material Adverse Effect on RAILRMK. Except as publicly disclosed by RAILRMK, since December 31September 30, 19992003, RAI LRMK 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 RAI LRMK having or which reasonably could be expected to have, a Material Adverse Effect on RAILRMK. Except as and to the extent publicly disclosed by RAI LRMK in the RAI LRMK SEC Reports and except as set forth in Section 2.8 of the RAI LRMK Disclosure Schedule, since December 31September 30, 19992003, there has not been (i) any material change by RAI LRMK 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 RAI LRMK of any of its assets having a Material Adverse Effect on RAILRMK, 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: Acquisition Agreement (Left Right Marketing Technology Inc)