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, other than: (a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 6 contracts
Sources: Merger Agreement (Summit Materials, Inc.), Merger Agreement (PGT Innovations, Inc.), Merger Agreement (Masonite International 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, other than: :
(a) liabilities or obligations to the extent disclosed and disclosed, reflected, reserved against or otherwise provided for in the Company 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 Company Balance Sheet Date; ;
(c) liabilities or obligations incurred in connection with arising out of this Agreement or the transactions contemplated hereby; and and
(d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 6 contracts
Sources: Merger Agreement (Time Warner Cable Inc.), Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement
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, other than: (ai) liabilities or obligations to the extent disclosed and provided reserved for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred arising out of or in connection with this Agreement and the transactions contemplated hereby; , and (div) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc), Merger Agreement (AdvancePierre Foods 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, 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: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (cii) liabilities or obligations incurred under this Agreement or in connection with the transactions contemplated hereby; and (diii) liabilities or obligations which has that have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company; and (iv) liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Equinix Inc), Merger Agreement (Switch & Data Facilities Company, Inc.)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever(whether absolute, whether accrued, contingent, absolute, determined, determinable contingent or otherwise, and whether due or to become due), other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Raven Industries Inc), Merger Agreement (CNH Industrial N.V.)
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, otherwise other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date; (ciii) liabilities that were incurred under this Agreement or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Arthrocare Corp)
No Undisclosed Material Liabilities. There To the knowledge of the Company, 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, other than: :
(a) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); thereto or in the Company SEC Documents filed prior to the date hereof;
(b) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet Date; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company; and
(c) liabilities or obligations under this Agreement or incurred in connection with the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Compagnie De Saint Gobain), Merger Agreement (Brunswick Technologies Inc)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company Acquiror or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether accrued, absolute, determined or contingent, absolute, determined, determinable or otherwise, other than: except for (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet balance sheets included in the Acquiror Financial Statements (or in the notes thereto); ) filed and publicly available prior to the date of this Agreement, (bii) liabilities or obligations to the extent incurred in accordance with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; consistent with past practice, and (civ) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has that have not had, had and would not be reasonably be expected likely to have, individually or in the aggregate, a Company an Acquiror Material Adverse Effect.
Appears in 2 contracts
Sources: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)
No Undisclosed Material Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoeverSubsidiaries, whether accrued, absolute, determined or contingent, absolute, determined, determinable or otherwise, other than: except for (ai) liabilities or obligations to the extent disclosed and provided for in the balance sheets included in the Company Balance Sheet Financial Statements (or in the notes thereto); ) filed and publicly available prior to the date of this Agreement, (bii) liabilities or obligations to the extent incurred in accordance with or in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business since the Balance Sheet Date; consistent with past practice, and (civ) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has that have not had, had and would not be reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw 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, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto); (bii) liabilities or obligations to the extent incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and hereby or (div) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Sources: Merger Agreement (STG Ugp, LLC), Merger Agreement (MSC Software 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 would reasonably be expected to result in such a liability or obligation, other than: (a) liabilities or obligations to the extent disclosed and or provided for in the Company Balance Sheet (or notes thereto)SEC Documents; (b) liabilities or obligations to the extent incurred in the ordinary course of business since the Company Balance Sheet DateDate in amounts consistent with past practice; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (d) liabilities or obligations which has not had, and that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and liabilities or obligations incurred in connection with the transactions contemplated by this Agreement (including the Merger).
Appears in 1 contract
Sources: Merger Agreement (Lionbridge Technologies Inc /De/)
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, other than: (ai) liabilities or obligations to the extent disclosed and provided for in the Company Balance Sheet (or in the notes thereto)thereto or in the Company Filings filed since January 1, 2006 and prior to the date hereof; (bii) liabilities or obligations to the extent incurred in the ordinary course of business since the Balance Sheet DateDecember 31, 2006; (ciii) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (div) liabilities or obligations which has that have not had, had and would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Sources: Arrangement Agreement (Ipsco Inc)