Common use of No Undisclosed Liabilities; Absence of Changes Clause in Contracts

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DB, DB has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB (including the notes thereto) or which would have a Material Adverse Effect on DB. Except as disclosed by DB, DB has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB having or which could reasonably be expected to have, a Material Adverse Effect on DB. Except as and to the extent disclosed by DB there has not been (i) any material change by DB in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB of any of its assets having a Material Adverse Effect on DB, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NOHO, Inc.)

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No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBV2P, DB V2P has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB V2P (including the notes thereto) or which would have a Material Adverse Effect on DB. V2P. Except as disclosed by DBV2P, DB V2P has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB V2P having or which could reasonably be expected to have, a Material Adverse Effect on DB. V2P. Except as and to the extent disclosed by DB V2P there has not been (i) any material change by DB V2P in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB V2P of any of its assets having a Material Adverse Effect on DBV2P, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boatatopia)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBVoiceassist, DB Voiceassist has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB Voiceassist (including the notes thereto) or which would have a Material Adverse Effect on DBVoiceassist. Except as disclosed by DBVoiceassist, DB Voiceassist has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB Voiceassist having or which could reasonably be expected to have, a Material Adverse Effect on DBVoiceassist. Except as and to the extent disclosed by DB Voiceassist there has not been (i) any material change by DB Voiceassist in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB Voiceassist of any of its assets having a Material Adverse Effect on DBVoiceassist, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBBolcan, DB Bolcan has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB Bolcan (including the notes thereto) or which would have a Material Adverse Effect on DBBolcan. Except as disclosed by DBBolcan, DB Bolcan has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB Bolcan having or which could reasonably be expected to have, a Material Adverse Effect on DBBolcan. Except as and to the extent disclosed by DB Bolcan there has not been (i) any material change by DB Bolcan in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB Bolcan of any of its assets having a Material Adverse Effect on DBBolcan, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JAMESON STANFORD RESOURCES Corp)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBBOLLENTE, DB BOLLENTE has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB BOLLENTE (including the notes thereto) or which would have a Material Adverse Effect on DBBOLLENTE. Except as disclosed by DBBOLLENTE, DB BOLLENTE has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB BOLLENTE having or which could reasonably be expected to have, a Material Adverse Effect on DBBOLLENTE. Except as and to the extent disclosed by DB BOLLENTE there has not been (i) any material change by DB BOLLENTE in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB BOLLENTE of any of its assets having a Material Adverse Effect on DBBOLLENTE, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bollente Companies Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBBolcan, DB Bolcan has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB Bolcan (including the notes thereto) or which would have a Material Adverse Effect on DBBolcan. Except as disclosed by DBBolcan, DB Bolcan has not incurred any liabilities or debt of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB Bolcan having or which could reasonably be expected to have, a Material Adverse Effect on DBBolcan. Except as and to the extent disclosed by DB Bolcan there has not been (i) any material change by DB Bolcan in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB Bolcan of any of its assets having a Material Adverse Effect on DBBolcan, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JAMESON STANFORD RESOURCES Corp)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBMDM, DB MDM has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB MDM (including the notes thereto) or which would have a Material Adverse Effect on DBMDM. Except as disclosed by DBMDM, DB MDM has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB MDM having or which could reasonably be expected to have, a Material Adverse Effect on DBMDM. Except as and to the extent disclosed by DB MDM there has not been (i) any material change by DB MDM in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB MDM of any of its assets having a Material Adverse Effect on DBMDM, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBBLACKCRAFT, DB BLACKCRAFT has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB BLACKCRAFT (including the notes thereto) or which would have a Material Adverse Effect on DBBLACKCRAFT. Except as disclosed by DBBLACKCRAFT, DB BLACKCRAFT has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB BLACKCRAFT having or which could reasonably be expected to have, a Material Adverse Effect on DBBLACKCRAFT. Except as and to the extent disclosed by DB BLACKCRAFT there has not been (i) any material change by DB BLACKCRAFT in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB BLACKCRAFT of any of its assets having a Material Adverse Effect on DBBLACKCRAFT, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackcraft Cult, Inc.)

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No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBSpeechCard, DB SpeechCard has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB SpeechCard (including the notes thereto) or which would have a Material Adverse Effect on DBSpeechCard. Except as disclosed by DBSpeechCard, DB SpeechCard has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB SpeechCard having or which could reasonably be expected to have, a Material Adverse Effect on DBSpeechCard. Except as and to the extent disclosed by DB SpeechCard there has not been (i) any material change by DB SpeechCard in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB SpeechCard of any of its assets having a Material Adverse Effect on DBSpeechCard, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBSpeechPhone, DB SpeechPhone has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB SpeechPhone (including the notes thereto) or which would have a Material Adverse Effect on DBSpeechPhone. Except as disclosed by DBSpeechPhone, DB SpeechPhone has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB SpeechPhone having or which could reasonably be expected to have, a Material Adverse Effect on DBSpeechPhone. Except as and to the extent disclosed by DB SpeechPhone there has not been (i) any material change by DB SpeechPhone in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB SpeechPhone of any of its assets having a Material Adverse Effect on DBSpeechPhone, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement of Purchase (Musician's Exchange)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBGRP, DB GRP has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB GRP (including the notes thereto) or which would have a Material Adverse Effect on DBGRP. Except as disclosed by DBGRP, DB GRP has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB GRP having or which could reasonably be expected to have, a Material Adverse Effect on DBGRP. Except as and to the extent disclosed by DB GRP there has not been (i) any material change by DB GRP in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB GRP of any of its assets having a Material Adverse Effect on DBGRP, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Minatura Gold)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBTB, DB TB has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB TB (including the notes thereto) or which would have a Material Adverse Effect on DBTB. Except as disclosed by DBTB, DB TB has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB TB having or which could reasonably be expected to have, a Material Adverse Effect on DBTB. Except as and to the extent disclosed by DB TB there has not been (i) any material change by DB TB in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB TB of any of its assets having a Material Adverse Effect on DBTB, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Share Exchange and Reorganization Agreement (Get Real USA, Inc.)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by DBEMG, DB EMG has not had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of DB EMG (including the notes thereto) or which would have a Material Adverse Effect on DBEMG. Except as disclosed by DBEMG, DB EMG has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to DB EMG having or which could reasonably be expected to have, a Material Adverse Effect on DBEMG. Except as and to the extent disclosed by DB EMG there has not been (i) any material change by DB EMG in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by DB EMG of any of its assets having a Material Adverse Effect on DBEMG, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Highland Business Services, Inc.)

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