No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (B) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 98 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or and, if applicable, reserved against in accordance with GAAPGAAP applied on a consistent basis, except for (Aa) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (Bb) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 45 contracts
Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Assignment and Assumption Agreement (Veritex Holdings, Inc.), Assignment and Assumption Agreement (Sunshine Bancorp, Inc.)
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (Ai) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (Bii) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 20 contracts
Samples: Securities Purchase Agreement, Preferred Stock Purchase Agreement (Security Federal Corp), Preferred Stock Purchase Agreement
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or and, if applicable, reserved against in accordance with GAAPGAAP applied on a consistent basis, except for (Aa) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (Bb) liabilities that, Annex C (General Terms and Conditions) individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Citizens South Banking Corp), Securities Purchase Agreement (First Merchants Corp), Securities Purchase Agreement (Stewardship Financial Corp)
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or and, if applicable, reserved against in accordance with GAAPGAAP applied on a consistent basis, except for (Aa) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (Bb) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.. Annex C (General Terms and Conditions)
Appears in 6 contracts
Samples: Securities Purchase Agreement (Simmons First National Corp), Securities Purchase Agreement (Nicolet Bankshares Inc), Securities Purchase Agreement (Mutualfirst Financial Inc)
No Undisclosed Liabilities. Neither the Company nor any of the Company its Subsidiaries has any liabilities or obligations of any nature (absolutekind or nature, accruedwhether accrued or contingent, contingent matured or otherwise) unmatured, known or unknown, which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (B) liabilities thatmaterial, individually or in the aggregate, have which are not had disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's or such Subsidiary’s businesses since the Latest Financial Date, and which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Park City Group Inc), Securities Purchase Agreement (Park City Group Inc), Securities Agreement (Park City Group Inc)
No Undisclosed Liabilities. Neither the Company nor any of the Company its Subsidiaries has any liabilities or obligations of any nature (absolutekind or nature, accruedwhether accrued or contingent, contingent matured or otherwise) unmatured, known or unknown, which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (B) liabilities thatmaterial, individually or in the aggregate, have which are not had disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's or such Subsidiary's businesses since the Latest Financial Date, and which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Air Industries Group, Inc.), Securities Purchase Agreement (Air Industries Group, Inc.)
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries its subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which that are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAP, except for (A1) liabilities that have arisen since the last fiscal year end December 31, 2008 in the ordinary and usual course of business, (2) contractual liabilities under agreements entered into in the ordinary course of business and consistent with past practice or that are disclosed in the Company SEC Documents, and (B3) liabilities that, individually or in the aggregate, that have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAPU.S. generally accepted accounting past practice, except for (A2) contractual liabilities under (other than liabilities arising from any breach or violation of) agreements Previously Disclosed or not required by this Agreement to be so disclosed and (3) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (B) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Investment Agreement
No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not properly reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or and, if applicable, reserved against in accordance with GAAPGAAP applied on a consistent basis, except for (Aa) liabilities that have arisen since the last fiscal year end in the ordinary and usual course of business and consistent with past practice and (Bb) liabilities that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.. [Execution Copy]
Appears in 1 contract
No Undisclosed Liabilities. Neither the Company nor any of the Company its Subsidiaries has any liabilities or obligations of any nature (absolutewhether accrued or unaccrued, accruedabsolute or contingent, contingent liquidated or unliquidated, or due or to become due) except for (a) liabilities and obligations referenced (whether by value or otherwise) which are not properly or reflected or reserved against in the Company Financial Statements to the extent required to be so reflected or reserved against in accordance with GAAPSEC Documents, except for (Ab) liabilities that have arisen since the last fiscal year end and obligations incurred in the ordinary and usual course of business and business, consistent with past practice practice, since December 31, 2001, and (Bc) other liabilities thatand obligations which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract