Common use of Litigation; Compliance with Law Clause in Contracts

Litigation; Compliance with Law. (a) There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely, individually or in the aggregate, to have a material adverse effect on the Company and its Subsidiaries, or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or by the Ancillary Agreements. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's or any of its Subsidiaries' employees, their use in connection with the Company's or any of its Subsidiaries' business of any information, techniques, patents, patent applications, copyrights, trade secrets, inventions, technology, know- how, Software (as defined in Section 3.17(j)) or other intellectual property rights allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Interface Systems Inc), Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)

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Litigation; Compliance with Law. (a) There Except for the suits disclosed in the Company SEC Documents filed prior to the date of this Agreement, there is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely, individually or in the aggregate, to have a material adverse effect on the Company and its Subsidiaries, or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or by the Ancillary Agreements. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's or any of its Subsidiaries' employees, their use in connection with the Company's or any of its Subsidiaries' business of any information, techniques, patents, patent applications, copyrights, trade secrets, inventions, technology, know- know-how, Software (as defined in Section 3.17(j)) or other intellectual property rights allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

Appears in 3 contracts

Samples: Voting Agreement (Worldtalk Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp), Agreement and Plan of Merger (Tumbleweed Communications Corp)

Litigation; Compliance with Law. (a) There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely, individually or in the aggregate, to have a material adverse effect on the Company and its Subsidiaries, or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or by the Ancillary Agreements. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's or any of its Subsidiaries' employees, their use in connection with the Company's or any of its Subsidiaries' business of any information, techniques, patents, patent applications, copyrights, trade secrets, inventions, technology, know- know-how, Software (as defined in Section 3.17(j3.17(a)) or other intellectual property rights allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

Appears in 1 contract

Samples: Merger Agreement (Tumbleweed Communications Corp)

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Litigation; Compliance with Law. (a) There is no suit, claim, action, proceeding, arbitration or investigation pending or, to the knowledge of the Company, threatened against or affecting, the Company or any of its Subsidiaries which, individually or in the aggregate, is reasonably likely, individually or in the aggregate, to have a material adverse effect on the Company and its Subsidiaries, or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or by the Ancillary Agreements. The foregoing includes, without limitation, actions pending or, to the knowledge of the Company, threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's ’s or any of its Subsidiaries' employees, their use in connection with the Company's ’s or any of its Subsidiaries' business of any information, techniques, patents, patent applications, copyrights, trade secrets, inventions, technology, know- know-how, Software (as defined in Section 3.17(j3.17(a)) or other intellectual property rights allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc)

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