No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 46 contracts
Sources: Merger Agreement (Euniverse Inc), Merger Agreement (Amera Link Inc), Merger Agreement (Paypal Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 13 contracts
Sources: Merger Agreement (Doubleclick Inc), Merger Agreement (Opticare Health Systems Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 11 contracts
Sources: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc), Merger Agreement (Active Voice Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 7 contracts
Sources: Merger Agreement (Commerce One Inc), Agreement and Plan of Reorganization (E Piphany Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Sources: Agreement and Plan of Reorganization (Vignette Corp), Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Digital Island Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Legal Requirement.
Appears in 6 contracts
Sources: Merger Agreement (Splunk Inc), Merger Agreement (Cisco Systems, Inc.), Agreement and Plan of Merger (Acacia Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Sources: Merger Agreement (Phone Com Inc), Merger Agreement (Quantum Corp /De/), Merger Agreement (Phone Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Sources: Merger Agreement (Bea Systems Inc), Merger Agreement (Nptest Holding Corp), Merger Agreement (Plumtree Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Sources: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.), Merger Agreement (Halo Technology Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person or entity for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Factual Data Corp), Merger Agreement (Ontrack Data International Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, none of the Exchange Agent, Parent, the Surviving Corporation or nor any other party hereto shall be liable to any person in respect of any Merger Consideration for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Sources: Merger Agreement (Snyder Communications Inc), Merger Agreement (Hannaford Brothers Co), Agreement and Plan of Merger (Zuckerman Mortimer B)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person for Person in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Sources: Merger Agreement (Doubleclick Inc), Merger Agreement (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Messagemedia Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for Person in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Epoch Biosciences Inc), Merger Agreement (At Plan Inc), Agreement and Plan of Merger and Reorganization (At Plan Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Credence Systems Corp), Merger Agreement (Integrated Measurement Systems Inc /Or/), Merger Agreement (Credence Systems Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Virage Logic Corp), Merger Agreement (Bio Technology General Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Company nor any party hereto shall be liable to any person a holder of Company Ordinary Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc), Merger Agreement (Scopus Video Networks Ltd.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.4, none of neither the Exchange Agent, the Surviving Corporation or Agent nor any party hereto shall be liable to any person a holder of Company Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Spansion Inc.), Merger Agreement (Saifun Semiconductors Ltd.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Cisco Systems Inc), Merger Agreement (Cisco Systems Inc), Agreement and Plan of Reorganization (Network Appliance Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for Person in respect of any amount properly paid Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Mayan Networks Corp/Ca), Merger Agreement (Ariel Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.12, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Omega Surviving Corporation or the Online Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Ariba Inc), Merger Agreement (Protein Design Labs Inc/De)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Authorize.Net Holdings, Inc.), Agreement and Plan of Reorganization (Cybersource Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Holder of a Certificate for any amount properly Convertible Notes or cash paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation A▇▇▇▇▇, DMK or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a holder of Certificates for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Cap Gemini Sa), Merger Agreement (Kanbay International Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Sources: Merger Agreement (Power One Inc), Merger Agreement (Ubrandit Com)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Acquisition Agreement (Autobytel Com Inc), Merger Agreement (Micrel Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Scientific Atlanta Inc), Merger Agreement (Cisco Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation Company or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in accordance with the applicable provisions of any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Saba Software Inc), Merger Agreement (Centra Software Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for Person in respect of any amount properly paid Parent Common Shares or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Cray Inc), Merger Agreement (PLX Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7ARTICLE II, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 2 contracts
Sources: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Sources: Merger Agreement (Fermavir Pharmaceuticals, Inc.), Merger Agreement (Inhibitex, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Canaan Equity L P), Merger Agreement (Avant Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Buyer, any party hereto or any of their respective Affiliates shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Aptalis Holdings Inc.), Merger Agreement (Aptalis Pharma Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Merger Agreement (Photo Control Corp), Merger Agreement (Vitalcom Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.78.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Covad Communications Group Inc), Merger Agreement (Covad Communications Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Novellus Systems Inc), Merger Agreement (Speedfam Ipec Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Netcentives Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of Acquiror, the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto of their respective Representatives shall be liable to any person Person for any amount properly paid or surrendered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Elastic N.V.)
No Liability. Notwithstanding anything to the contrary in this Section ------------ 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.75.17, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation Parent or any party hereto shall be liable to any person a holder of Company Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Transaction Agreement (S1 Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in compliance with any applicable abandoned property, escheat or similar law.Law
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.5, none of the Exchange Agent, the Surviving Corporation or Company, RSOL, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none None of the Exchange Agent, Agent or the Surviving Corporation or any party hereto Company shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw in accordance with this Section 3.02 and Section 3.05.
Appears in 1 contract
Sources: Business Combination Agreement (WinVest Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to any person a Company Holder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Nanometrics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Acquiror, Sub, the Surviving Corporation Corporation, the Subsidiaries or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Amdocs LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.7▇▇▇▇▇▇▇ ▇, none ▇▇▇▇ of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Sources: Merger Agreement (Velti PLC)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Ask Jeeves Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Netsolve Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (PDF Solutions Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.12, none of the Exchange Agent, the Surviving Corporation or any party Party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Initial Surviving Corporation Corporation, the Surviving Company, Parent or any of its Affiliates or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Parent, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Sources: Merger Agreement (Intermec, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.03, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (QRS Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be {A0041438.DOC} liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Stratagene, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Acquiror or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Wireless Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7y2.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to and in compliance with any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Green Plains Renewable Energy, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Parent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Share Exchange Agreement (Cellegy Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a Company Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official any Governmental Entity pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Amicus Therapeutics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, PMR, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (PMR Corp)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7F of Article IV, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Synbiotics Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of neither the Exchange Agent, the Surviving Corporation or Company nor any party hereto shall be liable to any person a holder of Company Shares or Vested Company Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.14, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary ------------ in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Gasonics International Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Acquirer or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------- Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Invvision Capital Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any ----------- party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.77.2, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Merger Agreement (Interwoven Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Agent nor any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Sources: Merger Agreement (Almost Family Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Parent Securities or Company Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Concur Technologies Inc)