Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.
Appears in 10 contracts
Samples: Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Bullfrog Gold Corp.), Agreement of Merger and Plan of Reorganization (Active With Me Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.
Appears in 8 contracts
Samples: Agreement of Merger and Plan of Reorganization (Beacon Energy Holdings, Inc.), Agreement of Merger and Plan of Reorganization (KeyOn Communications Holdings Inc.), Agreement of Merger and Plan of Reorganization (Greenleaf Forest Products, Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.
Appears in 8 contracts
Samples: Agreement of Merger and Plan of Reorganization (LG Holding Corp), Agreement and Plan of Merger (Xedar Corp), Agreement and Plan of Merger (Magic Communications Inc)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.
Appears in 6 contracts
Samples: Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Agreement of Merger And (Fitness Xpress Software Inc.), Agreement of Merger And (Farrier Resources Corp)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSheets, (b) to the extent set forth on or reserved against in the Balance Sheet Sheets or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Casita Enterprises, Inc.), Agreement of Merger and Plan of Reorganization (BeesFree, Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules or provided to Parent prior to closing.
Appears in 2 contracts
Samples: Agreement of Merger And (WestMountain Alternative Energy Inc), Agreement of Merger And (WESTMOUNTAIN Co)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and Company, (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures, and (e) obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.), Agreement of Merger and Plan of Reorganization (Blue Calypso, Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.11 and/or Schedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.
Appears in 1 contract
Samples: Agreement of Merger and Plan (Quality Exchange Inc)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetCompany Disclosure Schedule, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Datebusiness, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresCompany Disclosure Schedule.
Appears in 1 contract
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and Company, (d) by the specific terms of any written agreement, document or arrangement identified in this Agreement or the DisclosuresSchedules hereto, and (e) obligations under this Agreement.
Appears in 1 contract
Samples: Agreement of Merger And (SSTL, Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.
Appears in 1 contract
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Southridge Technology Group, Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.11 and/or Schedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.
Appears in 1 contract
Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.10 and/or Schedule 2.11 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsSheet, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet DateApril 30, 2005, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules.
Appears in 1 contract
Samples: General Release (Aries Ventures Inc)
Absence of Undisclosed Liabilities. The Company has Companies have no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (ai) as disclosed in the Balance SheetSheets, (bii) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (ciii) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Companies, and (div) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules to this Agreement.
Appears in 1 contract
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance SheetSchedule 2.12 hereto, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes Notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company Company, and (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresSchedules hereto.
Appears in 1 contract
Samples: Securities Exchange Agreement (Sustainable Projects Group Inc.)
Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in Schedule 2.9 and/or Schedule 2.10 of the Balance SheetDisclosure Schedules, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial StatementsCompany Financials, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet DateDecember 31, 2015, none of which (individually or in the aggregate) has had or will have a material adverse effect Material Adverse Effect on the Condition of the Company and Company, or (d) by the specific terms of any written agreement, document or arrangement identified in the DisclosuresDisclosure Schedules.
Appears in 1 contract