No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) 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.
Appears in 6 contracts
Samples: Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (U.S. Well Services, Inc.), Merger Agreement (ProFrac Holding Corp.)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than:
than (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto;
, (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
December 31, 2016, (c) liabilities or obligations arising out of this Agreement or the preparation, negotiation and consummation of the transactions contemplated hereby; and
by this Agreement and (d) 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.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Time Inc.), Merger Agreement (Meredith Corp)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, GAAP to be reflected on the consolidated a balance sheet of or in the Company (including the notes footnotes thereto), other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes footnotes thereto;
(b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet DateDate or in the footnotes thereto;
(c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and
(d) 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.
Appears in 4 contracts
Samples: Merger Agreement (Geeknet, Inc), Merger Agreement (GameStop Corp.), Merger Agreement (GameStop Corp.)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, GAAP to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes theretoSheet;
(b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
(c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and
(d) 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.
Appears in 2 contracts
Samples: Management Agreement (Resource Capital Corp.), Merger Agreement (Resource America, Inc.)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than:
than (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto;
, (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
December 31, 2017, (c) liabilities or obligations arising out of this Agreement or the preparation, negotiation and consummation of the transactions contemplated hereby; and
by this Agreement and (d) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be of a type required by GAAP, as in effect on the date hereof, GAAP to be recorded as a liability on a consolidated balance sheet of the Company or in 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), other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for contained in the Company Balance Sheet SEC Documents filed or in furnished prior to the notes thereto;
date hereof; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
subsequent to December 31, 2022; (c) liabilities or obligations arising out incurred in connection with the preparation, negotiation and consummation of this Agreement or the transactions contemplated herebyTransactions; and
and (d) 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.
Appears in 2 contracts
Samples: Merger Agreement (Terra Property Trust, Inc.), Merger Agreement (Western Asset Mortgage Capital Corp)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries that would be required by GAAP, as in effect on the date hereof, to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than:
than (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Company Balance Sheet or in the notes thereto;
, (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
September 30, 2017, (c) liabilities or obligations arising out of this Agreement or the preparation, negotiation and consummation of the transactions contemplated hereby; and
by this Agreement and (d) 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.
Appears in 1 contract
Samples: Merger Agreement (Nationstar Mortgage Holdings 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, that would be required by GAAP, as in effect on the date hereof, GAAP to be reflected on the a consolidated balance sheet of the Company (including or disclosed in the notes thereto), other than:
: (a) liabilities or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Company Balance Sheet or in the notes thereto;
SEC Documents; (b) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date;
; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated herebyby this Agreement (including the Merger); and
and (d) 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.
Appears in 1 contract
