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, (ii) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, and (iii) liabilities or obligations that 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 (Playtex Products Inc), Merger Agreement (Energizer Holdings Inc), Merger Agreement (Energizer 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 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, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date, Date and (iii) other 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 (Aetna Inc /Pa/), Merger Agreement (Coventry Health Care 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 fact, 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 reflected and provided for in the Company Balance Sheet or in the notes thereto, ; (iib) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date, ; and (iiic) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Pepsiamericas Inc/Il/), Merger Agreement (Pepsico 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 determined or otherwisedeterminable, 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, obligation other than than: (i) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto, ; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet DateDecember 31, 2015; and (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (C&J Energy Services Ltd.), Backstop Commitment 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, 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 obligationliability, other than (ia) liabilities or obligations disclosed and provided for in the Company Balance Sheet or in the notes thereto, (iib) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the Company Balance Sheet Date, Date and (iiic) liabilities or and obligations that 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: Transaction Agreement (Sovereign Bancorp Inc), Transaction Agreement (Banco Santander, S.A.)
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 or in the notes thereto, Sheet; (iib) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, ; (c) liabilities or obligations incurred in connection with the transactions contemplated hereby; and (iiid) liabilities or obligations that would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effect on the Companywhole.
Appears in 2 contracts
Sources: Merger Agreement (Cantaloupe, Inc.), Merger Agreement (Cantaloupe, 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, ; (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 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 (INFOSONICS Corp), Merger Agreement (Cascade Microtech 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, ; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices in all material respects since the Company Balance Sheet Date, Date or arising or incurred in connection with or contemplated by this Agreement; and (iii) liabilities or obligations that 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 (Ralcorp Holdings Inc /Mo), Merger Agreement (Conagra Foods 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, 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 (ia) liabilities or obligations disclosed and provided reserved for in the Company Balance Sheet Sheet, (b) liabilities or obligations arising out of or in connection with this Agreement and the notes theretotransactions contemplated hereby, (iic) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Company Balance Sheet Date, Date and (iiid) 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 (Astria Therapeutics, Inc.), Merger Agreement (Biocryst Pharmaceuticals 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 (i) liabilities or obligations (a) disclosed and provided for in the Company Balance Sheet or in the notes thereto, (iib) liabilities or obligations incurred in the ordinary course of business since the Company Balance Sheet Date, (c) incurred in connection with the transactions contemplated hereby, and (iiid) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect.
Appears in 1 contract