Common use of No Contribution Clause in Contracts

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 6 contracts

Sources: Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Merger and Reorganization (Eloquent Inc)

No Contribution. Each Designated Shareholder of the Shareholders waives, and acknowledges and agrees that he none of them shall not have and or shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to for which he or she may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateCertificates.

Appears in 4 contracts

Sources: Merger Agreement (La Man Corporation), Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification actual or alleged inaccuracy in or other Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 2 contracts

Sources: Merger Agreement (Puma Technology Inc), Merger Agreement (Puma Technology Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 2 contracts

Sources: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Rogue Wave Software Inc /Or/)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees agrees, that he shall he, she, it and they will not have and shall will not exercise or assert (or attempt to exercise or assert), any right of contribution, right of subrogation, right of indemnity or other similar right or remedy against the Surviving Corporation Company, with respect to any action or failure to act by the Company occurring on or prior to the Closing or in connection with any indemnification actual or alleged breach of any representation, warranty, covenant or other obligation or agreement set forth in this Agreement or any other liability to which he may become subject under or certificate delivered in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Bea Systems Inc), Stock Purchase Agreement (Webgain Inc)

No Contribution. Each Designated Shareholder hereby waives, and acknowledges and agrees that he such Holder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Parent or the Company in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateEscrow Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Lycos Inc), Merger Agreement (Lycos Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 2 contracts

Sources: Merger Agreement (Media 100 Inc), Merger Agreement (Medibuy Com Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Sbe Inc)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholdersofficers' Closing Certificateclosing certificate.

Appears in 1 contract

Sources: Merger Agreement (Messagemedia Inc)

No Contribution. Each Designated Shareholder Stockholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated ShareholdersStockholders' Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (Titan Corp)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Parent or Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.Closing

Appears in 1 contract

Sources: Merger Agreement (Invision Technologies Inc)

No Contribution. Each Designated Shareholder waives, The Shareholders acknowledge and acknowledges and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he it may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificateany certificate delivered by Starfish in connection with this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Motorola Inc)

No Contribution. Each Designated Shareholder waivesThe Shareholders waive, and acknowledges acknowledge and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he they may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateContemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Orgenesis Inc.)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Alliedsignal Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation Company in connection with any indemnification actual or alleged Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Dionex Corp /De)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation Company in connection with any indemnification Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Silicon Storage Technology Inc)

No Contribution. Each Designated Shareholder Stockholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement Agreement, the Company's Closing Certificate or the Designated ShareholdersStockholders' Closing Certificate.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with Section 8 of this Agreement as a result of the breach by such Shareholder of any of the representations, warranties, covenants or the Designated Shareholders' Closing Certificateagreements of such Shareholder contained herein.

Appears in 1 contract

Sources: Merger Agreement (Placeware Inc)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any any 46. right of contribution, right of indemnity or other right or remedy against the Surviving Suviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholdersofficers' Closing Certificateclosing certificate.

Appears in 1 contract

Sources: Merger Agreement (Softbank Holdings Inc Et Al)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Target Company in connection with any indemnification obligation or any other liability Liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Surge Global Energy, Inc.)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification actual or alleged inaccuracy in or breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Caere Corp)

No Contribution. Each Non-Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Company Closing Certificate.

Appears in 1 contract

Sources: Shareholders' Agreement (Clarent Corp/Ca)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Validity in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.connection

Appears in 1 contract

Sources: Stock Purchase Agreement (Titan Corp)

No Contribution. Each Designated Conduct Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation Conduct or Subsidiary or any officer or director or counsel of Conduct or Subsidiary in connection with any indemnification actual or alleged inaccuracy in or other Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Share Exchange Agreement (Mercury Interactive Corporation)

No Contribution. Each Designated Shareholder waives, The Shareholders acknowledge and acknowledges and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability Liability to which he they may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificateany certificate delivered by FlowWise in connection with this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Network Equipment Technologies Inc)

No Contribution. Each Designated Indemnifying Shareholder waives, and acknowledges and agrees that he such Indemnifying Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Indemnifying Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Caere Corp)

No Contribution. Each Designated Shareholder waives, and acknowledges ---------------- and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (Jetfax Inc)

No Contribution. Each Designated The Sole Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation as successor in interest to the Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Company and Sole Shareholder Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (Digital River Inc /De)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement Agreement, the Company Closing Certificate or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, contribution or right of indemnity or any other right or remedy against the Surviving Corporation Shareholders in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificatetransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Computone Corporation)

No Contribution. Each Designated Shareholder waivesThe Shareholders waive, and acknowledges acknowledge and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Digitalthink Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, Parent, the Merger Sub and their respective Affiliates, directors, officers and employees, and, after the Effective Time, the Surviving Corporation Corporation, in connection with any indemnification actual or alleged breach of any representation, warranty or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Webmethods Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.with

Appears in 1 contract

Sources: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)

No Contribution. Each Designated of the Shareholder Indemnified Persons waives, and acknowledges and agrees that he he, she or it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation or Parent or any of their Affiliates in connection with any indemnification obligation or any other liability to which he he, she or it may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Blackboard Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Insider Shareholders' Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (Titan Corp)

No Contribution. Each Designated Shareholder Indemnitor waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Subsidiary or the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or any agreement or instrument furnished or to be furnished to Parent or in connection with the Designated Shareholders' Closing Certificatetransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Emtec Inc/Nj)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against any of the Surviving Corporation Companies in connection with any indemnification obligation actual or alleged Breach of any other liability to which he may become subject under representation, warranty or covenant set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Dionex Corp /De)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Sources: Merger Agreement (Ebay Inc)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated ShareholdersOfficers' Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (Messagemedia Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not have, exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to for which it or he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateCertificates.

Appears in 1 contract

Sources: Merger Agreement (Zamba Corp)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Designated Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Designated Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Sources: Merger Agreement (FVC Com Inc)