No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Parent Balance Sheet or in the notes thereto; (b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Date; (c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 6 contracts
Samples: Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement (Time Warner Cable Inc.), Merger Agreement
No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:
: (a) liabilities or obligations disclosed, reflected, reserved against or otherwise to the extent disclosed and provided for in the Parent Balance Sheet (or in the notes thereto;
); (b) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Date;
; (c) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and
and (d) liabilities or obligations that which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (PGT Innovations, Inc.), Merger Agreement (Masonite International Corp)
No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Parent Balance Sheet or in the notes thereto;
(b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Date;
(c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and
(d) liabilities or obligations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Xto Energy Inc), Merger Agreement (Exxon Mobil Corp)
No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, nature (whether accrued, contingent, absolute, determined, determinable absolute or otherwise), that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of Parent (including the notes thereto), other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Parent Balance Sheet or in the notes thereto;
(b) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Date;
(c) liabilities or obligations arising out of contemplated by this Agreement or otherwise incurred in connection with the transactions contemplated hereby; and
(d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (St Jude Medical Inc)
No Undisclosed Material Liabilities. There are no liabilities liabilities, commitments or obligations of the Parent or any of its Subsidiaries of any kind whatsoever, whatsoever whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that would reasonably be likely to result in such a liability, commitment or obligation, other than:
(a) liabilities liabilities, commitments or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Parent Balance Sheet or in the notes theretoSEC Filings;
(b) liabilities liabilities, commitments or obligations incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Datepractice;
(c) liabilities liabilities, commitments or obligations arising out of under this Agreement or the transactions contemplated herebyAgreement; and
(d) liabilities liabilities, commitments or obligations that would not reasonably be expected to have, individually or in the aggregate, aggregate have not had and are not reasonably likely to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Perficient Inc), Asset Purchase Agreement (Perficient Inc)
No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable a type required to be reflected or otherwisereserved for on a consolidated balance sheet of Parent, other than:
: (ai) liabilities or obligations disclosed, reflected, reserved against or otherwise disclosed and provided for in the Parent Balance Sheet or in the notes thereto;
; (bii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Parent Balance Sheet Date;
; (ciii) liabilities or obligations arising out of this Agreement or incurred in connection with the transactions contemplated hereby; and
and (div) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Transportation Systems Holdings Inc.), Merger Agreement (Westinghouse Air Brake Technologies Corp)
No Undisclosed Material Liabilities. There are no liabilities or obligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:
(a) liabilities or obligations disclosed, reflected, reserved against disclosed or otherwise provided for in the Parent Balance Sheet or in the notes theretothereto or in any of the Parent 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 Parent Balance Sheet Date;
(c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and
(d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and
(c) liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby.
Appears in 1 contract
No Undisclosed Material Liabilities. There are no liabilities or obligations ob- ligations of Parent or any of its Subsidiaries of any kind whatsoever, whether accrued, contingentcontin- gent, absolute, determined, determinable or otherwise, other than:
(a) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the Parent Balance Sheet or in the notes thereto;
(b) liabilities or obligations incurred in the ordinary course of business consistent con- sistent with past practices since the Parent Balance Sheet Date;
(c) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and
(d) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement