Common use of Material Liabilities Clause in Contracts

Material Liabilities. Except as reflected in the Financial Statements (as defined in Section 2.18 below), the Company has no material liability or obligation, absolute or contingent (known or unknown) except (i) obligations and liabilities incurred after the Statement Date (as defined herein) incurred in the Company’s ordinary course of business that are not material, individually or in the aggregate, to the Company and (ii) obligations under agreements or arrangements made in the Company’s ordinary course of the business but solely to the extent set forth on Schedule 2 pursuant to Section 2.12.

Appears in 3 contracts

Sources: Senior Convertible Demand Promissory Note Purchase Agreement, Senior Subordinated Convertible Demand Promissory Note Purchase Agreement (Rib X Pharmaceuticals Inc), Senior Convertible Demand Promissory Note Purchase Agreement (Rib X Pharmaceuticals Inc)

Material Liabilities. Except as reflected in set forth on Subsection 2.11 of the Financial Statements (as defined in Section 2.18 below)Disclosure Schedule, the Company has no material liability or obligation, absolute or contingent (known individually or unknown) in the aggregate), except (i) obligations and liabilities incurred after the Statement Date (as defined herein) incurred date of incorporation in the Company’s ordinary course of business that are not material, individually or in the aggregate, to the Company and (ii) obligations under agreements or arrangements contracts made in the Company’s ordinary course of the business but solely that would not be required to the extent set forth on Schedule 2 pursuant to Section 2.12be reflected in financial statements prepared in accordance with generally accepted accounting principles.

Appears in 3 contracts

Sources: Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.)

Material Liabilities. Except as reflected set forth in Subsection 3.10(a) of the Financial Statements (as defined in Section 2.18 below)Disclosure Schedule, the Company has no material liability or obligation, absolute or contingent (known individually or unknown) in the aggregate), except (i) obligations and liabilities incurred after the Statement Date (as defined herein) incurred date of incorporation in the Company’s ordinary course of business that are not material, individually or in the aggregate, to the Company and (ii) obligations under agreements or arrangements contracts made in the Company’s ordinary course of the business but solely that would not be required to the extent set forth on Schedule 2 pursuant to Section 2.12be reflected in financial statements prepared in accordance with GAAP.

Appears in 1 contract

Sources: Series a Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)

Material Liabilities. Except as reflected in the Financial Statements (as defined set forth in Section 2.18 below)3.08 of the Company Disclosure Schedule, to its knowledge the Company has no material liability or obligation, absolute or contingent (known individually or unknown) in the aggregate), except (i) obligations and liabilities incurred after the Statement Date (as defined herein) incurred date of incorporation in the Company’s ordinary course of business that are not material, individually or in the aggregate, to the Company and (ii) obligations under agreements or arrangements contracts made in the Company’s ordinary course of the business but solely that would not be required to the extent set forth on Schedule 2 pursuant to Section 2.12be reflected in financial statements prepared in accordance with generally accepted accounting principles.

Appears in 1 contract

Sources: Merger Agreement (InfoSearch Media, Inc.)

Material Liabilities. Except as reflected disclosed in Subsection 3.23 of the Financial Statements (as defined in Section 2.18 below)Disclosure Schedule, the Company has no material liability or obligation, absolute or contingent (known individually or unknown) in the aggregate), except (i) obligations and liabilities incurred after the Statement Date (as defined herein) incurred date of incorporation in the Company’s ordinary course of business that are not material, individually or in the aggregate, to the Company and (ii) obligations under agreements or arrangements contracts made in the Company’s ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with the business but solely to the extent set forth on Schedule 2 pursuant to Section 2.12United States generally accepted accounting principles.

Appears in 1 contract

Sources: Securities Purchase Agreement (Provention Bio, Inc.)