Common use of Undisclosed Liabilities Clause in Contracts

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 8 contracts

Samples: Stock Purchase Agreement (BT Brands, Inc.), Share Purchase Agreement (Staffing 360 Solutions, Inc.), Share Purchase Agreement (Hebron Technology Co., LTD)

AutoNDA by SimpleDocs

Undisclosed Liabilities. The Company Group has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Bio Key International Inc), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, each a “Liability” and together the “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and , (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and (c) which are not, individually or in the aggregate, material in amount.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Undisclosed Liabilities. The Company has no does not have any liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Company’s Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)

Undisclosed Liabilities. The Company has no liabilities, obligations, liabilities or commitments of any nature obligations whatsoever, whether asserted, knowneither accrued, absolute, accrued, maturedcontingent, or otherwise (collectivelyotherwise, “Liabilities”), except: which are not reflected or provided for in the Financial Statements except (a) those arising after the date of the Unaudited Balance Sheet which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since business, in each case in normal amounts and none of which is materially adverse, and (b) as and to the Balance Sheet Date and which are not, individually or extent specifically described in the aggregate, material in amountSchedules hereto.

Appears in 4 contracts

Samples: Stock Purchase Agreement (International Mercantile Corp), Stock Purchase Agreement (International Mercantile Corp), Stock Purchase Agreement (International Mercantile Corp)

Undisclosed Liabilities. The To Seller’s Knowledge, the Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured or otherwise, or otherwise except (collectively, “Liabilities”), except: (ai) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (bii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 3 contracts

Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “"Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Flora Growth Corp.), Share Purchase Agreement (Super League Gaming, Inc.), Stock Purchase Agreement (Brick Top Productions, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.), Membership Interest Purchase Agreement (XLR Medical Corp.)

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, collectively “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are notnot , individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Company Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

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

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, “Liabilities”), except: except (a) those which that are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date; Date and (b) those which that have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which that are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)

Undisclosed Liabilities. The To Seller’s knowledge, the Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedabsolute or contingent, knownaccrued or unaccrued, absolute, accrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Undisclosed Liabilities. The Company None of the Companies has no liabilities, any liabilities or obligations, asserted or commitments of any nature whatsoeverunasserted, whether assertedknown or unknown, knownsecured or unsecured, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or otherwise unmatured (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; Date and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectivelyotherwise, “Liabilities”), except: except (a) those which are adequately reflected or reserved against have been disclosed in writing to Buyer prior to the Balance Sheet as of the Balance Sheet Date; date hereof, and (b) those which have been may be incurred in the ordinary course of business consistent with past practice since between the Balance Sheet date hereof and the Closing Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.), Membership Interest Purchase Agreement

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, "Liabilities"), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dalrada Financial Corp), Share Exchange Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, liabilities or commitments of any nature obligations whatsoever, whether asserted, knownaccrued, absolute, accruedcontingent or otherwise, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately not reflected or reserved against provided for in the Financial Statements except (i) accounts payable and accrued expenses arising after the date of the Unaudited Balance Sheet as of the Balance Sheet Date; and (b) those which have been were incurred in the ordinary course of business consistent with past practice since business, in each case in normal amounts and none of which is materially adverse, and (ii) liabilities as and to the Balance Sheet Date and which are not, individually or extent specifically described in the aggregate, material in amountSchedule 2.12.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Secured Financial Network, Inc.), Membership Interest Purchase Agreement (Haire Scott A)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, each a “Liability” and together the “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Denim LA, Inc.)

Undisclosed Liabilities. The Company has and its Subsidiaries have no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownabsolute or contingent, absoluteaccrued or unaccrued, accruedmatured or unmatured or otherwise, maturedin each case, or otherwise with an estimated liability in excess of $300,000.00 (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, not material in amount.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 2 contracts

Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)

Undisclosed Liabilities. The Company has no does not have any material liabilities, obligations, or commitments of any nature whatsoever, whether asserted, knownaccrued, absolute, accruedcontingent or otherwise, maturedexisting or arising out of any existing or prior transactions or state of facts except as and to the extent (1) disclosed, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Last Balance Sheet as of Sheet, (2) arising under contracts, commitments, transactions or circumstances identified in the Balance Sheet Date; schedules provided for herein, (3) identified in Schedule 3(f), and (b4) those which have been incurred in the ordinary course of banking business consistent with past practice since after the date of the Last Balance Sheet Date and which are not, individually or in the aggregate, material in amountSheet.

Appears in 1 contract

Samples: Acquisition Agreement (SJNB Financial Corp)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and Date or (b) those which that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

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

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether asserted or un-asserted, knownknown or unknown, absoluteabsolute or contingent, accrued or un-accrued, maturedmatured or un-matured or otherwise, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; December 31, 2012, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date December 31, 2012 and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Twin Cities Power Holdings, LLC)

Undisclosed Liabilities. The Company represents it has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Securities Purchase Agreement (Verus International, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownabsolute or contingent, absoluteaccrued or unaccrued, accrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (R F Industries LTD)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, each a Liability” and together the "Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Denim LA, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which that are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)

Undisclosed Liabilities. The Company has no liabilitiesdoes not have any Liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and , or (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which that are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Master Stock Purchase Agreement (LZG International, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured, or otherwise (collectively, each a “Liability” and together the “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.. ​

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Undisclosed Liabilities. The Company has no liabilitiesdoes not have any material Liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and , (b) those which have been incurred in the ordinary course of business consistent with past practice Ordinary Course since the Balance Sheet Date and which are not, individually or in the aggregate, not material in amount, and (c) executory obligations under Contracts (none of which arise from a breach thereof or are of a type required to be reflected in financial statements prepared in accordance with GAAP).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Capital Acquisition Corp.)

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, "Liabilities"), except: (a) those which that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which that have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which that are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (LZG International, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absolute, accruedfixed or contingent, maturedaccrued or unaccrued, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, known, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “"Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Control4 Corp)

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountDate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Analysis Inc)

Undisclosed Liabilities. The Company has no material liabilities, obligations, obligations or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, matured or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountDate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great Elm Group, Inc.)

AutoNDA by SimpleDocs

Undisclosed Liabilities. The To the Company’s Knowledge, the Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

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

Undisclosed Liabilities. The To the Sellers’s Knowledge, the Company has no material liabilities, obligationsobligations or commitments, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise except (collectively, “Liabilities”), except: (ai) those which are expressly or adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (bii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date Date, and which are not, individually or in the aggregate, material in amountmaterial.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sl Industries Inc)

Undisclosed Liabilities. The Company has no known liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in disclosed on Section 3.06 of the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountDisclosure Schedules.

Appears in 1 contract

Samples: Stock Purchase Agreement (reAlpha Tech Corp.)

Undisclosed Liabilities. The Company has no liabilities, obligations, material obligations or commitments liabilities of any nature whatsoever, (whether asserted, known, absolute, accrued, maturedmatured or unmatured, fixed or otherwise contingent or otherwise) other than (collectively, “Liabilities”), except: (ai) those which are set forth or adequately reflected or reserved against provided for in the Balance Sheet consolidated balance sheet (and the related notes thereto) of Company and its Subsidiaries as of February 28, 2009 included in the Balance Sheet Date; and Company Financial Statements, (bii) those which have been incurred in the ordinary course of business consistent with past practice since January 31, 2009 and (iii) those incurred in connection with the Balance Sheet Date and which are not, individually or in the aggregate, material in amountexecution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kushi Resources Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course Ordinary Course of business Business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gse Systems Inc)

Undisclosed Liabilities. The Other than as set forth on the Balance Sheet, the Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise with respect to the Business (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Digipath, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date and which are not, individually or in the aggregate, material in amountamount to the Company.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)

Undisclosed Liabilities. The Neither Company has no any liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Unit Purchase Agreement (Myers Industries Inc)

Undisclosed Liabilities. The Company has no material liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Sale Agreement (Glimpse Group, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedbilled or unbilled, maturedaccrued or unaccrued, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Iteris, Inc.)

Undisclosed Liabilities. The Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are do not, individually or in the aggregate, material in amountexceed $10,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (I-Minerals Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, the “Liabilities”), except: (a) those which that are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and (b) those which that have been incurred in the ordinary course of business consistent with past practice Ordinary Course since the Balance Sheet Date and which that are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Share Purchase Agreement (Inpixon)

Undisclosed Liabilities. The Company has no liabilities, obligations, material liabilities or commitments of any nature obligations whatsoever, whether asserted, knowneither accrued, absolute, accruedcontingent or otherwise, matured, or otherwise (collectively, “Liabilities”), except: except those (a) those which are adequately reflected or reserved against set forth in the Balance Sheet as of Financial Statements, the Balance Sheet Date; Interim Financial Statements, or attached Schedule 4.19, and which have not heretofore been paid or discharged, or (b) those incurred in or as a result of the normal and ordinary course of business, all of which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date practices and none of which are not, individually is material or in the aggregate, material in amountunrecorded.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lahaina Acquisitions Inc)

Undisclosed Liabilities. The There are no Liabilities of the Company has no liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: Company Subsidiary except (a) those Liabilities which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; and Date or (b) those Liabilities which have been incurred in the ordinary course of business consistent with past practice since on or prior to, or since, the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asure Software Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “"Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course Ordinary Course of business Business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gse Systems Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or will be taken into account in the aggregate, material in amountcalculation of Closing Net Working Capital.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fusion Telecommunications International Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date Date, December 31, 2020 and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.)

Undisclosed Liabilities. The Company has and its Subsidiaries have no liabilities, obligations, obligations or commitments of any nature whatsoeverthat are, whether assertedin the aggregate, known, absolute, accrued, matured, or otherwise material to the Company and its Subsidiaries as a whole (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Green Plains Inc.)

Undisclosed Liabilities. The Neither the Company nor any Company Entity has no liabilities, obligations, any liabilities or commitments monetary obligations of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise (collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance Sheet as Financial Statements; (b) those under Contracts incurred in the ordinary course of the Balance Sheet Date; business and (bc) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ayr Wellness Inc.)

Undisclosed Liabilities. The Company has Companies have no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet Financial Statements as of the Balance Sheet Date; its date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date Financial Statements’ date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zabala Farms Group, LLC)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, matured, matured or unmatured or otherwise (collectively, “"Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gse Systems Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownabsolute or contingent, absoluteaccrued or unaccrued, accrued, matured, matured or unmatured or otherwise (collectively, “"Liabilities"), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)

Undisclosed Liabilities. The Company has no liabilities, obligations, obligations or commitments of any nature whatsoever, whether assertedasserted or unasserted, knownknown or unknown, absoluteabsolute or contingent, accruedaccrued or unaccrued, maturedmatured or unmatured or otherwise, or otherwise (collectively, “Liabilities”), except: except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date; , and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Appears in 1 contract

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

Time is Money Join Law Insider Premium to draft better contracts faster.