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

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL in the COPSIL SEC Reports, as of March 31, 2000, 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 COPSIL (including the notes thereto) or which would have a Material Adverse Effect on COPSIL. Except as publicly disclosed by COPSIL, since March 31, 2000, 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 COPSIL having or which reasonably could be expected to have, a Material Adverse Effect on COPSIL. Except as and to the extent publicly disclosed by COPSIL in the COPSIL SEC Reports and except as set forth in Section 2.8 of the COPSIL Disclosure Schedule, since March 31, 2000, there has not been (i) any material change by 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 COPSIL of any of its assets having a Material Adverse Effect on COPSIL, 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 (Cochstedt International Airport Inc)

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No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL Coronado Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL Coronado in the COPSIL Coronado SEC Reports, as of March 31September 18, 20002001, COPSIL Coronado 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 COPSIL Coronado (including the notes thereto) or which would have a Material Adverse Effect on COPSILCoronado. Except as publicly disclosed by COPSILCoronado, since March 31September 18, 20002001, COPSIL Coronado 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 COPSIL Coronado having or which reasonably could be expected to have, a Material Adverse Effect on COPSILCoronado. Except as and to the extent publicly disclosed by COPSIL Coronado in the COPSIL Coronado SEC Reports and except as set forth in Section 2.8 of the COPSIL Coronado Disclosure Schedule, since March 31September 18, 20002001, there has not been (i) any material change by COPSIL Coronado 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 COPSIL Coronado of any of its assets having a Material Adverse Effect on COPSILCoronado, 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 and Plan of Merger (Coronado Explorations LTD)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL DEZ Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL DEZ in the COPSIL DEZ SEC Reports, as of March December 31, 20002003, COPSIL 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 COPSIL DEZ (including the notes thereto) or which would have a Material Adverse Effect on COPSILDEZ. Except as publicly disclosed by COPSILDEZ, since March 31, 20002005, COPSIL 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 COPSIL DEZ having or which reasonably could be expected to have, a Material Adverse Effect on COPSILDEZ. Except as and to the extent publicly disclosed by COPSIL DEZ in the COPSIL DEZ SEC Reports and except as set forth in Section 2.8 of the COPSIL DEZ Disclosure Schedule, since March 3130, 20002004, there has not been (i) any material change by COPSIL 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 COPSIL DEZ of any of its assets having a Material Adverse Effect on COPSILDEZ, 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 and Plan of Merger (DEZ, Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 3.8 of the COPSIL Xxxx Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL Xxxx in the COPSIL Xxxx SEC Reports, as of March December 31, 20002009, COPSIL 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 COPSIL Xxxx (including the notes thereto) or which would have a Material Adverse Effect on COPSILXxxx. Except as publicly disclosed by COPSILXxxx, since March 31, 20002010, COPSIL 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 COPSIL Xxxx having or which reasonably could be expected to have, a Material Adverse Effect on COPSILXxxx. Except as and to the extent publicly disclosed by COPSIL Xxxx in the COPSIL Xxxx SEC Reports and except as set forth in Section 2.8 3.8 of the COPSIL Xxxx Disclosure Schedule, since March 31, 20002010, there has not been (i) any material change by COPSIL 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 COPSIL Xxxx of any of its assets having a Material Adverse Effect on COPSILXxxx, 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

Samples: Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL RIL Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL RIL in the COPSIL RIL SEC Reports, as of March December 31, 20002004, COPSIL 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 COPSIL RIL (including the notes thereto) or which would have a Material Adverse Effect on COPSILRIL. Except as publicly disclosed by COPSILRIL, since March December 31, 20002004, COPSIL 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 COPSIL RIL having or which reasonably could be expected to have, a Material Adverse Effect on COPSILRIL. Except as and to the extent publicly disclosed by COPSIL RIL in the COPSIL RIL SEC Reports and except as set forth in Section 2.8 of the COPSIL RIL Disclosure Schedule, since March December 31, 20002004, there has not been (i) any material change by COPSIL 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 COPSIL RIL of any of its assets having a Material Adverse Effect on COPSILRIL, 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 (Rub Investments LTD)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL HAIR Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL HAIR in the COPSIL HAIR SEC Reports, as of March December 31, 20002003, COPSIL HAIR 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 COPSIL HAIR (including the notes thereto) or which would have a Material Adverse Effect on COPSILHAIR. Except as publicly disclosed by COPSILHAIR, since March December 31, 20002005, COPSIL HAIR 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 COPSIL HAIR having or which reasonably could be expected to have, a Material Adverse Effect on COPSILHAIR. Except as and to the extent publicly disclosed by COPSIL HAIR in the COPSIL HAIR SEC Reports and except as set forth in Section 2.8 of the COPSIL HAIR Disclosure Schedule, since March 3130, 20002004, there has not been (i) any material change by COPSIL HAIR 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 COPSIL HAIR of any of its assets having a Material Adverse Effect on COPSILHAIR, 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 and Plan of Merger (Hair Therapists, Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL MGOL Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL MGOL in the COPSIL MGOL SEC Reports, as of March 31, 20002009, COPSIL 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 COPSIL MGOL (including the notes thereto) or which would have a Material Adverse Effect on COPSILMGOL. Except as publicly disclosed by COPSILMGOL, since March 31, 20002009, COPSIL 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 COPSIL MGOL having or which reasonably could be expected to have, a Material Adverse Effect on COPSILMGOL. Except as and to the extent publicly disclosed by COPSIL MGOL in the COPSIL MGOL SEC Reports and except as set forth in Section 2.8 of the COPSIL MGOL Disclosure Schedule, since March 31, 20002009, there has not been (i) any material change by COPSIL 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 COPSIL MGOL of any of its assets having a Material Adverse Effect on COPSILMGOL, 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 (Minatura Gold)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL NOHO Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL NOHO in the COPSIL NOHO SEC Reports, as of March 31January 30, 20002013, COPSIL 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 COPSIL NOHO (including the notes thereto) or which would have a Material Adverse Effect on COPSILNOHO. Except as publicly disclosed by COPSILNOHO, since March October 31, 20002012, COPSIL 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 COPSIL NOHO having or which reasonably could be expected to have, a Material Adverse Effect on COPSILNOHO. Except as and to the extent publicly disclosed by COPSIL NOHO in the COPSIL NOHO SEC Reports and except as set forth in Section 2.8 of the COPSIL NOHO Disclosure Schedule, since March October 31, 20002012, there has not been (i) any material change by COPSIL 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 COPSIL NOHO of any of its assets having a Material Adverse Effect on COPSILNOHO, 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 (NOHO, Inc.)

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No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL LRMK Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL LRMK in the COPSIL LRMK SEC Reports, as of March 31September 30, 20002003, COPSIL 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 COPSIL LRMK (including the notes thereto) or which would have a Material Adverse Effect on COPSILLRMK. Except as publicly disclosed by COPSILLRMK, since March 31September 30, 20002003, COPSIL 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 COPSIL LRMK having or which reasonably could be expected to have, a Material Adverse Effect on COPSILLRMK. Except as and to the extent publicly disclosed by COPSIL LRMK in the COPSIL LRMK SEC Reports and except as set forth in Section 2.8 of the COPSIL LRMK Disclosure Schedule, since March 31September 30, 20002003, there has not been (i) any material change by COPSIL 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 COPSIL LRMK of any of its assets having a Material Adverse Effect on COPSILLRMK, 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 (Left Right Marketing Technology Inc)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL ACBR Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL ACBR in the COPSIL ACBR SEC Reports, as of March 31September 30, 20002010, COPSIL 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 COPSIL ACBR (including the notes thereto) or which would have a Material Adverse Effect on COPSILACBR. Except as publicly disclosed by COPSILACBR, since March 31September 30, 20002010, COPSIL 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 COPSIL ACBR having or which reasonably could be expected to have, a Material Adverse Effect on COPSILACBR. Except as and to the extent publicly disclosed by COPSIL ACBR in the COPSIL ACBR SEC Reports and except as set forth in Section 2.8 of the COPSIL ACBR Disclosure Schedule, since March 31September 30, 20002010, there has not been (i) any material change by COPSIL 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 COPSIL ACBR of any of its assets having a Material Adverse Effect on COPSILACBR, 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 (Bollente Companies Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL MRCD Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL MRCD in the COPSIL MRCD SEC Reports, as of March December 31, 20002013, COPSIL 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 COPSIL MRCD (including the notes thereto) or which would have a Material Adverse Effect on COPSILMRCD. Except as publicly disclosed by COPSILMRCD, since March December 31, 20002013, COPSIL 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 COPSIL MRCD having or which reasonably could be expected to have, a Material Adverse Effect on COPSILMRCD. Except as and to the extent publicly disclosed by COPSIL MRCD in the COPSIL MRCD SEC Reports and except as set forth in Section 2.8 of the COPSIL MRCD Disclosure Schedule, since March December 31, 20002013, there has not been (i) any material change by COPSIL 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 COPSIL MRCD of any of its assets having a Material Adverse Effect on COPSILMRCD, 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 (Blackcraft Cult, Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the COPSIL BTTA Disclosure Schedule and except as and to the extent publicly disclosed by COPSIL BTTA in the COPSIL BTTA SEC Reports, as of March 31September 30, 20002008, COPSIL 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 COPSIL BTTA (including the notes thereto) or which would have a Material Adverse Effect on COPSILBTTA. Except as publicly disclosed by COPSILBTTA, since March 31September 30, 20002008, COPSIL 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 COPSIL BTTA having or which reasonably could be expected to have, a Material Adverse Effect on COPSILBTTA. Except as and to the extent publicly disclosed by COPSIL BTTA in the COPSIL BTTA SEC Reports and except as set forth in Section 2.8 of the COPSIL BTTA Disclosure Schedule, since March 31September 30, 20002008, there has not been (i) any material change by COPSIL 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 COPSIL BTTA of any of its assets having a Material Adverse Effect on COPSILBTTA, 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 (Boatatopia)

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