Common use of No Undisclosed Material Liabilities Clause in Contracts

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practices; and (c) liabilities or obligations that, 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: Merger Agreement (Telewest Global Inc), Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc)

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No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could would reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed and or provided for in the Company Balance Sheet or disclosed in any the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practicespractice that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (c) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have incurred directly as a Company Material Adverse Effectresult of this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Textura Corp), Merger Agreement (Rightnow Technologies Inc), Merger Agreement (Rightnow Technologies Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing fact, condition, situation or set of circumstances that could would reasonably be expected to result in such a liability or obligation, other than: : (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any the notes thereto; ; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date in amounts consistent with past practicesDate; and and (c) liabilities or obligations thatthat would not reasonably be expected to have, 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 2 contracts

Samples: Merger Agreement (Pepsico Inc), Merger Agreement (Pepsi Bottling Group Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any the notes thereto;thereto or in the Company SEC Documents filed prior to the date hereof, (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date in amounts consistent with past practicesDate; and (c) liabilities or obligations thatthat could not reasonably be expected to have, 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 2 contracts

Samples: Merger Agreement (Morgan Stanley), Merger Agreement (Barra Inc /Ca)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and and, to the knowledge of the Company, there is no existing condition, situation or set of circumstances that could would reasonably be expected to result in such a liability or obligation, other than: : (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any the notes thereto; ; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date in amounts consistent with past practicesDate; and and (c) liabilities or obligations thatthat would not reasonably be expected to have, 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 2 contracts

Samples: Merger Agreement (PricewaterhouseCoopers LLP), Merger Agreement (Diamond Management & Technology Consultants, Inc.)

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No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could would reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in any the notes thereto;to that balance sheet or in the Company SEC Documents filed before the date of this Agreement; and (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date in amounts consistent with past practices; and (c) liabilities or obligations thatthat would not reasonably be expected to have, 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: Merger Agreement (Artisan Components Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations disclosed and provided for in the Company Balance Sheet or disclosed in any the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practices; andpractice that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) liabilities or obligations that, individually disclosed on the Company Disclosure Schedule; and (d) liabilities or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectobligations under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Metasolv Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could has resulted, or would reasonably be expected to result result, in such a liability or obligation, other than: (a) liabilities or obligations disclosed and or provided for in the Company Balance Sheet or in any notes theretoSEC Documents; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practices; andpractice; (c) liabilities or obligations thatthat have not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; and (d) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement (including the Merger).

Appears in 1 contract

Samples: Merger Agreement (Zoll Medical Corp)

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