Common use of No Undisclosed Material Liabilities Clause in Contracts

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company of any kind, other than: (a) liabilities or obligations disclosed or provided for in the Balance Sheet or the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Stock Acquisition Agreement (Woize International Ltd.), Stock Purchase Agreement (Harvard Holdings International, Inc.), Share Exchange Agreement (Canadian Tactical Training Academy Inc.)

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No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company of any kind, other than: (a) a. liabilities or obligations disclosed or provided for in the Balance Sheet or the notes thereto; (b) b. liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; (c) c. liabilities or obligations under this Agreement; and (d) d. other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Share Exchange Agreement (Viking Minerals Inc.), Share Exchange Agreement (Monarchy Resources, Inc.), Share Exchange Agreement (Monarchy Resources, Inc.)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of any kind, its Subsidiaries other than: (a) liabilities or obligations disclosed or provided for in the Company Balance Sheet or in the notes theretothereto or in the Company SEC Documents filed prior to the date of this Agreement; (b) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date;consistent with past practice; and (c) liabilities or obligations under this Agreement; and (d) other liabilities Agreement or obligations which incurred in connection with the aggregate would not have a Company Material Adverse Effecttransactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Gibson Greetings Inc), Agreement and Plan of Merger (Gibson Greetings Inc), Merger Agreement (American Greetings Corp)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed or and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; ; and (ciii) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate that would not have a Company Material Adverse Effectreasonably be expected to be material to the Company.

Appears in 2 contracts

Samples: Merger Agreement (ChyronHego Corp), Merger Agreement (ChyronHego Corp)

No Undisclosed Material Liabilities. There are no material liabilities or obligations of the Company of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: : (ai) liabilities or obligations disclosed or and provided for in the Company Balance Sheet or in the notes thereto; ; or (bii) liabilities or obligations incurred in the ordinary course of business in a manner that is consistent with past practice since the Company Balance Sheet Date; (c) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (GSC Investment Corp.), Stock Purchase Agreement (GSC Investment Corp.)

No Undisclosed Material Liabilities. There are Except as set forth in Part 3.8 of the Disclosure Letter, the Company has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) which would in the Company of any kind, other than: (a) aggregate have a Material Adverse Effect except for liabilities or obligations disclosed reflected or provided for reserved against in the Balance Sheet or the notes thereto; (b) Interim Balance Sheet and current liabilities or obligations incurred in the ordinary course Ordinary Course of business Business since the Balance Sheet Date; (c) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effectrespective dates thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Envoy Corp /Tn/)

No Undisclosed Material Liabilities. There are no liabilities of any Acquired Company or obligations of the Company Subsidiary of any kind, other than: (a) liabilities or obligations disclosed or provided for in the Balance Sheet or disclosed in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date;; and (c) other undisclosed liabilities that would not, and would not reasonably be expected to, individually or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not aggregate, have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Campbell Soup Co)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: than liabilities or obligations: (a) liabilities or obligations disclosed or and provided for in the Company Balance Sheet or in the notes thereto; , (b) liabilities that would not reasonably be expected to have, individually or obligations in the aggregate, a Company Material Adverse Effect, (c) incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet Date; (c) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement

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

Appears in 1 contract

Samples: Merger Agreement

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) : liabilities or obligations disclosed disclosed, reflected or provided for reserved against in the Company Balance Sheet or the notes thereto; (b) Sheet; liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date; (c) ; liabilities or obligations under this Agreementincurred in connection with the transactions contemplated hereby; and (d) other and liabilities or obligations which in the aggregate that would not have a Company Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Montage Technology Group LTD)

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No Undisclosed Material Liabilities. There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: than (ai) liabilities or obligations disclosed or and provided for in the Balance Sheet balance sheet included in the Financial Statements or in the notes thereto; thereto and (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; (c) liabilities December 31, 2009, or obligations under as expressly contemplated by this Agreement; and (d) other liabilities or obligations , none of which in the aggregate would not have a Company Material Adverse Effectare material.

Appears in 1 contract

Samples: Merger Agreement (EF Johnson Technologies, Inc.)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kindkind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: than (ai) liabilities or obligations disclosed or and provided for in the Company Balance Sheet or in the notes thereto; , (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; , (ciii) liabilities or obligations under this Agreement; arising in connection with the transactions contemplated hereby, and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company of any kind, other than: (a) liabilities or obligations disclosed or provided for in the Balance Sheet or the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harvard Holdings International, Inc.)

No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company of any kind, other than: (a) liabilities or obligations disclosed or provided for in the Balance Sheet or the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations under this Agreement; (d) liabilities or obligations set forth on Schedule 3.11; and (de) other liabilities or obligations which in the aggregate would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Skywest Inc)

No Undisclosed Material Liabilities. There are no liabilities or obligations Liabilities of the Company or any of its Subsidiaries of any kind, other than: : (ai) liabilities or obligations Liabilities disclosed or and provided for in the Company Balance Sheet or in the notes thereto; ; (bii) liabilities or obligations Liabilities incurred in the ordinary course of business since the Company Balance Sheet Date; ; or (ciii) liabilities Liabilities that would not reasonably be expected to have, individually or obligations under this Agreement; and (d) other liabilities or obligations which in the aggregate would not have aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Chemtura CORP)

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