No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 2022; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Great Ajax Corp.), Agreement and Plan of Merger (Ellington Financial Inc.)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 2019 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 20222019; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Ready Capital Corp)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 2022; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix6.1(b)(xi); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against adequately provided for on the consolidated balance sheet of the Company dated as of December March 31, 2022 2024 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to Company’s Quarterly Report on Form 10-Q for the date hereofthree (3) months ended March 31, 2024; (b) liabilities incurred in the ordinary course of business Ordinary Course subsequent to December March 31, 20222024; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as after the date of this Agreement to the extent permitted under Section 6.1(b)(ix); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marathon Oil Corp), Agreement and Plan of Merger (Conocophillips), Agreement and Plan of Merger (Marathon Oil Corp)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (ai) liabilities reflected or reserved against adequately provided for on the consolidated balance sheet of the Company dated as of December March 31, 2022 2014 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to Company’s Annual Report on Form 10-K for the date hereofyear ended March 31, 2014; (bii) liabilities incurred in the ordinary course of business consistent with past practice subsequent to December March 31, 20222014; (ciii) liabilities for fees and expenses incurred in connection with the preparation, negotiation and consummation of the Transactionstransactions contemplated by this Agreement; (div) liabilities incurred as permitted under Section 6.1(b)(ix)liability with respect to contracts entered into in the ordinary course of business consistent with past practice; and (ev) liabilities that which would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 2017 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 20222017; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoevertype, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 2021 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 20222021; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix6.1(b)(x); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Broadmark Realty Capital Inc.)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable a type required by GAAP to be recorded as a liability on a consolidated balance sheet of the Company or otherwisein the notes thereto, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 2022; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix6.1(b)(xi); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AG Mortgage Investment Trust, Inc.), Agreement and Plan of Merger (Western Asset Mortgage Capital Corp)
No Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities reflected or reserved against adequately provided for on the consolidated balance sheet of the Company dated as of December 31September 30, 2022 2020 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to Company’s Quarterly Report on Form 10-Q for the date hereofquarterly period ended September 30, 2020, in accordance with GAAP; (b) liabilities incurred in the ordinary course of business Ordinary Course subsequent to December 31September 30, 20222020; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.1(b)(ix); 6.1(b) and (e) liabilities that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamondback Energy, Inc.)
