Common use of No Undisclosed Liabilities Clause in Contracts

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, Letter Agreement, Securities Purchase Agreement

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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 39 contracts

Samples: Securities Purchase Agreement (Origin Bancorp, Inc.), Assignment and Assumption Agreement (Veritex Holdings, Inc.), Securities Purchase 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: Letter Agreement, Securities Purchase Agreement (Security Federal Corp), Letter 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.. Annex C (General Terms and Conditions)

Appears in 5 contracts

Samples: Securities Purchase Agreement (Simmons First National Corp), Securities Purchase Agreement (Nicolet Bankshares Inc), Securities Purchase Agreement (First Robinson 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, 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 4 contracts

Samples: Securities Purchase Agreement (Citizens South Banking Corp), Securities Purchase Agreement (Stewardship Financial Corp), Securities Purchase Agreement (Midsouth 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 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.. (Bank/Thrift)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bank of Commerce Holdings), Securities Purchase Agreement (Xenith Bankshares, Inc.)

No Undisclosed Liabilities. Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent contingent, known or unknown 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 (A1) liabilities that have arisen since the last fiscal year end December 31, 2009 in the ordinary and usual course of business and consistent with past practice practice, (2) contractual liabilities for future performance 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 (B3) liabilities thatthat have not had and 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

Samples: Investment Agreement (United Western 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 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, (Bank/Thrift) Execution Copy 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: Securities Purchase Agreement (QCR Holdings Inc)

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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

Samples: Investment Agreement (Guaranty Bancorp)

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 As of the date hereof, neither the Company nor any of the Company its Subsidiaries has any liabilities or obligations of any nature (absolutenature, whether or not accrued, contingent or otherwise) , and there is no existing condition, situation or set of circumstances which are not properly would reasonably be expected to result in such a liability or obligation, in each case, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (or reserved against disclosed in the Company Financial Statements to the extent required to be so reflected notes thereto) except liabilities 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 thatobligations which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Betzdearborn 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 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.. (Bank/Thrift) [Execution Copy]

Appears in 1 contract

Samples: Securities Purchase Agreement (Howard Bancorp Inc)

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