Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 13 contracts

Samples: Merger Agreement (Miramar Labs, Inc.), Merger Agreement (ViewRay, Inc.), Merger Agreement (Miramar Labs, Inc.)

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Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 9 contracts

Samples: Merger Agreement (Solar Energy Initiatives, Inc.), Merger Agreement (Critical Digital Data, Inc.), Merger Agreement (Ethanex Energy, Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 6 contracts

Samples: Merger Agreement, Merger Agreement (Lifeapps Digital Media Inc.), Merger Agreement (Boldface Group, Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the most recent balance sheet contained in the most recent a Parent ReportSEC Filing, (b) liabilities which have arisen since the date of the most recent balance sheet contained in the most recent a Parent Report SEC Filing in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 5 contracts

Samples: Merger Agreement (Lomond Therapeutics Holdings, Inc.), Merger Agreement (Serve Robotics Inc. /DE/), Merger Agreement (Laffin Acquisition Corp.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 1,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 3 contracts

Samples: Merger Agreement (UFood Restaurant Group, Inc.), Merger Agreement (Kentucky USA Energy, Inc.), Merger Agreement (Modigene Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.

Appears in 3 contracts

Samples: Merger Agreement (Amesite Operating Co), Merger Agreement (Amesite Inc.), Merger Agreement (Zeta Acquisition Corp Ii)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate 1,000.00 and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 2 contracts

Samples: Merger Agreement (WaferGen Bio-Systems, Inc.), Merger Agreement (Cromwell Uranium Corp.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the most recent balance sheet contained in the most recent a Parent ReportSEC Filing, (b) liabilities which have arisen since the date of the most recent balance sheet contained in the most recent a Parent Report SEC Filing in the Ordinary Course of Business which do not exceed $25,000 100,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet, and (d) liabilities under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Freedom Holdings, Inc.)

Undisclosed Liabilities. None of the The Parent and its Subsidiaries has any liability no liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 in Business, (c) liabilities related to the aggregate Acquisition and Private Placement Offering, and (cd) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Acquisition Agreement (Symbid Corp.)

Undisclosed Liabilities. None of the Parent and its the Parent Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Brain Scientific Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 50,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Exicure, Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 10,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Neurotrope, Inc.)

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Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course of Business which do not exceed $25,000 5,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Content Checked Holdings, Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent ReportBalance Sheet, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report Balance Sheet in the Ordinary Course of Business which do not exceed $25,000 1,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Crownbutte Wind Power, Inc.)

Undisclosed Liabilities. None of Neither the Parent and its Subsidiaries nor the Merger Subsidiary has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate aggregate, and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Clean Coal Technologies Inc.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 25,000.00 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (First Harvest Corp.)

Undisclosed Liabilities. None of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent SEC Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent SEC Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Hosting Site Network Inc)

Undisclosed Liabilities. None of the Parent and its Parent Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent SEC Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent SEC Report in the Ordinary Course of Business which do not exceed $25,000 in the aggregate and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Appears in 1 contract

Samples: Merger Agreement (Makamer Holdings, Inc.)

Undisclosed Liabilities. None Except as set forth on Schedule 3.11, neither Parent nor any of the Parent and its Subsidiaries has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the balance sheet contained in the most recent Parent Report, (b) liabilities which have arisen since the date of the balance sheet contained in the most recent Parent Report in the Ordinary Course ordinary course of Business business which do not exceed $25,000 in the aggregate 5,000 and (c) contractual and other liabilities incurred in the Ordinary Course ordinary course of Business business which are not required by GAAP to be reflected on a balance sheetsheet and are not material in amount.

Appears in 1 contract

Samples: Securities Exchange Agreement (Lifeapps Brands Inc.)

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