Common use of Liabilities and Guarantees Clause in Contracts

Liabilities and Guarantees. The Corporation does not have any outstanding liabilities or obligations, whether accrued, absolute, known or unknown, contingent or otherwise (including any liabilities or obligations which would arise as a result of the consummation of the Transaction), and the Corporation is not a party to or bound by any agreement of guarantee, support, indemnification, assumption, or endorsement of, or any other similar commitment with respect to the obligations, liabilities (contingent or otherwise) or indebtedness of any Person, other than: 3.1.11.1 those set out in the Unaudited Financial Statements; 3.1.11.2 current liabilities (determined in accordance with GAAP) in respect of trade or business obligations incurred after the Unaudited Statements Date in the ordinary course of the Business, consistent with past practice, none of which has been or could be materially adverse to the nature, results of operations, assets or financial condition of, or manner of conducting, the Business; and 3.1.11.3 those set out in Schedule 3.1.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Corel Corp), Agreement and Plan of Merger (Corel Corp)