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 (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and (ii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Stifel Financial Corp), Agreement and Plan of Merger (Kbw, Inc.), Agreement and Plan of Merger (Stifel Financial Corp)

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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 reasonably be expected to result in such a liability or obligation, other than than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto thereto; (ii) ordinary course liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; and (iiiii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix 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 than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; and (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Hospital Services Inc), Agreement and Plan of Merger (Emergent Group Inc/Ny)

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 (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date and (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ns Group Inc), Agreement and Plan of Merger (Ipsco 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, known, unknown, 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 than: (i) liabilities or obligations disclosed and provided reserved for in the Company Balance Sheet or in the notes thereto and Sheet, (ii) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date or (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.)

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 than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; and (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Tyco Electronics Ltd.)

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 absolute 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 (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date, and (iii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shanda Interactive Entertainment LTD), Agreement and Plan of Merger (Ku6 Media Co., LTD)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries Subsidiary thereof 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 (ia) as reflected or reserved against in the Company’s most recent consolidated balance sheet (or the notes thereto) included in the Company SEC Reports, (b) liabilities or obligations disclosed and provided for incurred in the Company Balance Sheet ordinary course of business since the date of such balance sheet, or in the notes thereto and (iic) liabilities or obligations that have not had and which would not have, or be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)

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No Undisclosed Material Liabilities. There are no liabilities of any nature, whether accrued, absolute, contingent or obligations otherwise, known or unknown 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 obligationSubsidiaries, other than than: (ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto thereto, (b) liabilities incurred in the ordinary course of business since the Company Balance Sheet Date, (c) liabilities incurred in connection with the transactions contemplated hereby and (iid) liabilities or obligations that have are not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zep 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 (i) liabilities or obligations obligations: (a) disclosed and provided for in the Company Balance Sheet or in the notes thereto thereto; (b) incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (c) incurred in connection with the transactions contemplated by this Agreement and (iid) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alloy 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, accrued or 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 than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto; (ii) liabilities or obligations incurred in the ordinary course of business; (iii) liabilities or obligations incurred after the date of this Agreement in accordance with Section 6.01; and (iv) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Arrangement (Charles River Laboratories International Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether or not 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 than: (ia) liabilities or obligations disclosed and provided for disclosed, reflected or reserved against in the Company Balance Sheet Sheet; (b) liabilities or obligations expressly permitted or contemplated by this Agreement and incurred in connection with the notes thereto transactions contemplated hereby; and (iic) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Payments 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 (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto thereto, (ii) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice or in connection with the negotiation, execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, and (iiiv) liabilities or obligations that have not had and had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

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