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 SRC in the SRC, none of SRC or its subsidiaries 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 SRC and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRC. Except as disclosed by SRC, none of SRC or its subsidiaries has 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 SRC or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRC. Except as and to the extent disclosed by SRC there has not been (i) any material change by SRC 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 SRC of any of its assets having a Material Adverse Effect on SRC, 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 2 contracts

Samples: Acquisition Agreement and Plan of Merger (Salesrepcentral Com Inc), Acquisition Agreement and Plan of Merger (Salesrepcentral Com Inc)

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No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC in the SRCRapidtron, none of SRC Rapidtron or its subsidiaries 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 SRC Rapidtron and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCRapidtron. Except as disclosed by SRCRapidtron, none of SRC Rapidtron or its subsidiaries has 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 SRC Rapidtron or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCRapidtron. Except as and to the extent disclosed by SRC Rapidtron there has not been (i) any material change by SRC Rapidtron 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 SRC Rapidtron of any of its assets having a Material Adverse Effect on SRCRapidtron, 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 2 contracts

Samples: Employment Agreement (Rapidtron Inc), Employment Agreement (Rapidtron Inc)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC CIA in the SRCCIA, none of SRC CIA or its subsidiaries 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 SRC CIA and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCCIA. Except as disclosed by SRCCIA, none of SRC CIA or its subsidiaries has 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 SRC CIA or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCCIA. Except as and to the extent disclosed by SRC CIA there has not been (i) any material change by SRC CIA 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 SRC CIA of any of its assets having a Material Adverse Effect on SRCCIA, 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 (Cochstedt International Airport Inc)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC in the SRCGSI, none of SRC neither GSI or its subsidiaries 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 SRC or GSI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCGSI. Except as disclosed by SRCGSI, none of SRC GSI or its subsidiaries has 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 SRC GSI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCGSI. Except as and to the extent disclosed by SRC GSI there has not been (i) any material change by SRC GSI 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 SRC GSI of any of its assets having a Material Adverse Effect on SRCGSI, 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 Share Exchange (Capital Development Group Inc)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed extentdisclosed by SRC in the SRCGALA, none of SRC neither GALA or its subsidiaries 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 SRC or GALA and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCGALA . Except as disclosed by SRCGALA , none of SRC GALA or its subsidiaries has 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 SRC GALA or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCGALA . Except as and to the extent disclosed by SRC GALA there has not been (i) any material change by SRC GALA 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 SRC GALA of any of its assets having a Material Adverse Effect on SRCGALA , 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 Share Exchange (Xpedian Inc)

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No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC in the SRCLRMT, none of SRC LRMT or its subsidiaries 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 SRC LRMT and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCLRMT. Except as disclosed by SRCLRMT, none of SRC LRMT or its subsidiaries has 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 SRC LRMT or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCLRMT. Except as and to the extent disclosed by SRC LRMT there has not been (i) any material change by SRC LRMT 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 SRC LRMT of any of its assets having a Material Adverse Effect on SRCLRMT, 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 (Left Right Maketing Technology Inc)

No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed by SRC in the SRCEMEI, none of SRC EMEI or its subsidiaries 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 SRC EMEI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on SRCEMEI. Except as disclosed by SRCEMEI, none of SRC EMEI or its subsidiaries has 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 SRC EMEI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on SRCEMEI. Except as and to the extent disclosed by SRC EMEI there has not been (i) any material change by SRC EMEI 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 SRC EMEI of any of its assets having a Material Adverse Effect on SRCEMEI, 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 (Litfunding Corp)

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