Common use of Liabilities; Litigation Clause in Contracts

Liabilities; Litigation. Assignor has no liabilities known or unknown, fixed or contingent, including contractual liabilities, other than the Assumed Liabilities. There is no pending or threatened action or proceeding affecting the Assets or the Business before any court, governmental agency or arbitrator, which may materially adversely affect the Assets or the Business or which could affect the legality, validity or enforceability of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ultimate Software Group Inc), Asset Purchase Agreement (Ultimate Software Group Inc)

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Liabilities; Litigation. Assignor has no liabilities known or unknown, fixed or contingent, including contractual liabilities, other than the Assumed LiabilitiesLiabilities and as set forth in Section 12. There is no pending or threatened action or proceeding affecting the Assets or the Business before any court, governmental agency or arbitrator, which may materially adversely affect the Assets or the Business or which could affect the legality, validity or enforceability of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ultimate Software Group Inc)

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Liabilities; Litigation. Assignor has no liabilities known or unknownliabilities, fixed or contingent, including contractual liabilities, other than the Assumed Liabilities. There is no pending or or, to the knowledge of Assignor, threatened action or proceeding affecting the Assets or the Business before any court, governmental agency or arbitrator, which may materially adversely affect the Assets or the Business or which could affect the legality, validity or enforceability of this Agreement.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Ultimate Software Group Inc)

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