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
Sources: Merger Agreement (Stifel Financial Corp), Merger Agreement (Kbw, Inc.), Merger Agreement (Stifel Financial Corp)
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
Sources: Merger Agreement (Rennes Fondation), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Ebix Inc)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries 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 which could reasonably be expected to result in such a liability or obligationliability, other than than:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or disclosed in the notes thereto and thereto;
(iib) other liabilities or obligations that have not had (including, without limitation, liabilities and obligations incurred in the ordinary course of business), which would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company; and
(c) liabilities or obligations under this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Emerson Electric Co), Merger Agreement (Tandem Computers Inc /De/), Merger Agreement (Compaq Computer Corp)
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 obligationotherwise (“Liabilities”), other than than: (ia) liabilities or obligations Liabilities disclosed and provided for in the Company Balance Sheet or Sheet; (b) Liabilities incurred in the notes thereto ordinary course of business and consistent with past practice since the Company Balance Sheet Date; (c) Liabilities incurred in connection with the transactions contemplated hereby; and (iid) liabilities or obligations Liabilities 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 3 contracts
Sources: Merger Agreement, Merger Agreement (Palm Inc), Merger Agreement (Hewlett Packard Co)
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:
(ia) liabilities or obligations disclosed and or provided for in the Company Balance Sheet or in the notes thereto and Filed SEC Documents;
(iib) liabilities or obligations incurred in the ordinary course of business consistent with past practices;
(c) 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 Effect; and
(d) liabilities or obligations incurred in connection with the Companytransactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Ventana Medical Systems Inc), Merger Agreement (Ventana Medical Systems Inc), Merger Agreement (Roche Holding 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:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto,
(iib) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and
(c) liabilities or obligations incurred in connection with the execution of this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Kla Tencor Corp), Merger Agreement (Ade Corp), Merger Agreement (Kla Tencor Corp)
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
Sources: Merger Agreement (Ipsco Inc), Merger Agreement (Ns Group 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 Company Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Sources: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (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
Sources: Merger Agreement (Shanda Interactive Entertainment LTD), Merger Agreement (Ku6 Media Co., 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, 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
Sources: Merger Agreement (Measurement Specialties Inc), Merger Agreement (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, subsidiaries (whether accrued, contingent, absolute, determined, determinable contingent or otherwise, ) that would be required by GAAP to be set forth on a consolidated balance sheet or notes thereto of the Company and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, its subsidiaries other than than:
(ia) liabilities or obligations disclosed and provided for reflected on or reserved against in the Company Balance Sheet or disclosed in the notes thereto and thereto; and
(iib) liabilities or obligations incurred since the Company Balance Sheet Date that have not had and would not reasonably be expected to havenot, individually or in the aggregate, be, or reasonably be expected to have a Material Adverse Effect on the Company.
Appears in 2 contracts
Sources: Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations 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 practice since the Company Balance Sheet Date, (iii) liabilities incurred in connection with the transactions contemplated hereby and (iv) liabilities 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
Sources: Merger Agreement (Sizmek Inc.), Merger Agreement (Sizmek 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
Sources: Merger Agreement (Emergent Group Inc/Ny), Merger Agreement (Universal Hospital Services Inc)
No Undisclosed Material Liabilities. There are no liabilities or obligations None of the Company or any of its Subsidiaries has any liabilities or obligations of any kind whatsoevernature, 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 than:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto;
(b) liabilities or obligations of a nature disclosed and provided for in the Company Balance Sheet or in the notes thereto and incurred in the ordinary course of business since the Company Balance Sheet Date in amounts consistent with past practice; or
(iic) 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
Sources: Merger Agreement (Citizens Communications Co), Merger Agreement (Commonwealth Telephone Enterprises Inc /New/)
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:
(ia) liabilities or obligations disclosed and or provided for in the Company Balance Sheet or in the notes thereto and Filed SEC Documents;
(iib) liabilities not required under GAAP to be shown on the Company Balance Sheet;
(c) liabilities or obligations incurred in the ordinary course of business consistent with past practices; 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 on the CompanyEffect.
Appears in 2 contracts
Sources: Merger Agreement (Roche Investments USA Inc.), Merger Agreement (Genentech 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 obligationand, other than (i) liabilities or 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 under this Agreement or in connection with the transactions contemplated hereby 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 Company.
Appears in 1 contract
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 would reasonably be expected to result in such a liability or obligation, other than than:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and thereto; or
(iib) other liabilities or obligations arising in the ordinary course of business that have not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company.
Appears in 1 contract
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
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 obligationotherwise ("Liabilities"), other than than:
(ia) liabilities or obligations Liabilities disclosed and provided for in the Company Balance Sheet or in the notes thereto and or in the Company SEC Documents filed prior to the date hereof, and
(iib) liabilities or obligations Liabilities incurred in the ordinary course of business consistent with past practices that have not had and would not reasonably be expected not to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 1 contract
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
Sources: Merger Agreement (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
Sources: Agreement and Plan of Arrangement (Charles River Laboratories International Inc)
No Undisclosed Material Liabilities. There As of the date hereof, there are no liabilities or obligations of the Company or any of its Subsidiaries 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 which could reasonably be expected to result in such a liability or obligationliability, other than than:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or disclosed in the notes thereto and thereto; (iib) other liabilities or obligations that have not had and obligations, which would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company.; and
Appears in 1 contract
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 (ia) liabilities or obligations disclosed and provided for arising in the Company Balance Sheet or ordinary course of business, (b) liabilities arising in connection with the notes thereto Transactions and (iic) other liabilities or obligations that have not had resulted and would not reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
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:
(ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and or in the Company SEC Documents filed prior to the date hereof; and
(iib) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date 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
Sources: Merger Agreement (Netro Corp)
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 incurred in the ordinary course of business since the Company Balance Sheet Date, (iii) liabilities incurred under this Agreement or obligations in connection with the transactions contemplated hereby and (iv) liabilities 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 1 contract
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
No Undisclosed Material Liabilities. There are no liabilities Liabilities or obligations of the any Target 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 (ia) liabilities Liabilities or obligations arising in the ordinary course of business, (b) Liabilities arising in connection with the Transactions, (c) Liabilities disclosed and provided for in the Company Balance Sheet Financials or in Section 3.10 of the notes thereto Company Disclosure Letter, and (iid) liabilities other Liabilities or obligations that have not had resulted and would not reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract
Sources: Merger Agreement (Onconetix, 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: (i1) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto and Sheet; (ii2) liabilities or obligations (including liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on and (iii) liabilities and obligations incurred in connection with the Companytransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Shire Pharmaceutical Holdings Ireland 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, 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 for in the Company Balance Sheet or in the notes thereto and Sheet; (ii) liabilities or obligations (including liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on and (iii) liabilities and obligations incurred in connection with the Companytransactions contemplated by this Agreement.
Appears in 1 contract
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: (ia) liabilities or obligations disclosed and provided for disclosed, reflected or reserved against in the Company Balance Sheet Sheet; (b) liabilities or obligations incurred in the notes thereto ordinary course of business consistent with past practice since the Company Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; 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 Company.
Appears in 1 contract