Common use of No Liability Clause in Contracts

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 15 contracts

Sources: Merger Agreement (Natus Medical Inc), Merger Agreement (Mobileiron, Inc.), Merger Agreement (Instructure Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 15 contracts

Sources: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc), Merger Agreement (Sonosite Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 13 contracts

Sources: Merger Agreement (Mattson Technology Inc), Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /De/)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Merger Sub, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 11 contracts

Sources: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 9 contracts

Sources: Merger Agreement (Augmedix, Inc.), Merger Agreement (Rover Group, Inc.), Merger Agreement (Fathom Digital Manufacturing Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 9 contracts

Sources: Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (H&E Equipment Services, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 6 contracts

Sources: Merger Agreement (Skullcandy, Inc.), Merger Agreement (Mill Road Capital II, L.P.), Merger Agreement (Mill Road Capital II, L.P.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (New Relic, Inc.), Merger Agreement (Tessco Technologies Inc), Merger Agreement (Castlight Health, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Capital Stock, 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 (Restaurant Brands International Limited Partnership), Merger Agreement (Carrols Restaurant Group, Inc.), Merger Agreement (Chico's Fas, Inc.)

No Liability. Notwithstanding Subject to applicable Law and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 5 contracts

Sources: Merger Agreement (Perficient Inc), Merger Agreement (Quotient Technology Inc.), Merger Agreement (Cvent Holding Corp.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares 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 (Lattice Semiconductor Corp), Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)

No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 5 contracts

Sources: Merger Agreement (Kaleyra, Inc.), Merger Agreement (CVS HEALTH Corp), Merger Agreement (Oak Street Health, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Merger Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 5 contracts

Sources: Merger Agreement, Merger Agreement (Intermolecular Inc), Merger Agreement (Horizon Pharma PLC)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 4 contracts

Sources: Merger Agreement (Itron Inc /Wa/), Merger Agreement (Silver Spring Networks Inc), Merger Agreement (Microchip Technology Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 3 contracts

Sources: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc), Merger Agreement (Pervasive Software Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 3 contracts

Sources: Merger Agreement (Microsemi Corp), Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Kellwood Co), Merger Agreement (SCSF Equities, LLC), Merger Agreement (Kellwood Co)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Stock, 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 Merger (Squarespace, Inc.), Merger Agreement (HireRight Holdings Corp), Merger Agreement (EngageSmart, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw or Order.

Appears in 2 contracts

Sources: Merger Agreement (3com Corp), Merger Agreement (Hewlett Packard Co)

No Liability. Notwithstanding anything to the contrary set forth in this AgreementAgreement but subject to compliance with this Article III, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Exar Corp), Merger Agreement (Maxlinear Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Interim Surviving Corporation, the Final Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock 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 (Thinkorswim Group Inc.), Merger Agreement (Td Ameritrade Holding Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, Purchaser, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock 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 (Ramtron International Corp), Merger Agreement (Cypress Semiconductor Corp /De/)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Merger Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Agreement and Plan of Merger, Merger Agreement (Black Box Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Thoughtworks Holding, Inc.), Merger Agreement

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (China Yida Holding, Co.), Merger Agreement (China Yida Holding, Co.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Sub, the Payment Paying Agent, Parent, the Surviving Corporation Corporation, the Stockholder Representative or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Stockholder 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: Merger Agreement (Simulations Plus, Inc.), Merger Agreement (Coupa Software Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Exchange Agent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Stockholder 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 (Roku, Inc), Merger Agreement (FireEye, Inc.)

No Liability. Notwithstanding anything Subject to the contrary set forth in this Agreementapplicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock 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 (Darden Restaurants Inc), Merger Agreement (Atlas Technical Consultants, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Electronics for Imaging Inc), Merger Agreement (Travelport Worldwide LTD)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock Shares 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 (Diversey Holdings, Ltd.), Merger Agreement (Cision Ltd.)

No Liability. Notwithstanding Subject to applicable Law, and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (WK Kellogg Co), Merger Agreement (Instructure Holdings, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parentthe Parent Entities, the Surviving LLC, the Surviving Corporation or any other Party will be liable to a holder of Holdings Units or shares of Company Common Stock Capital Stock, as applicable, 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 (Pluralsight, Inc.), Merger Agreement (Pluralsight, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, subject to applicable Law, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock 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 (Haynes International Inc), Merger Agreement (Haynes International Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Jive Software, Inc.), Merger Agreement (E2open Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs), Company Options or Company Restricted Shares 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 (iDreamSky Technology LTD), Merger Agreement (Bona Film Group LTD)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Zymergen Inc.), Merger Agreement (Ginkgo Bioworks Holdings, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, LKQ, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares, Company Options or Company Restricted Shares 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 (LKQ Corp), Merger Agreement (Coast Distribution System Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, unclaimed property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Aratana Therapeutics, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 2 contracts

Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Micrel Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, Merger Sub, the Surviving Corporation Company or any other Party will party shall be liable to a holder of shares of Company Common Stock Shares 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 (Enzymotec Ltd.), Merger Agreement (Frutarom LTD)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock 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 (Limelight Networks, Inc.), Merger Agreement (NetApp, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (C&d Technologies Inc), Merger Agreement (Collegiate Funding Services Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock the Shares 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 (G&k Services Inc), Merger Agreement (Cintas Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Hall of Fame Resort & Entertainment Co), Merger Agreement (Embark Technology, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares Company Shares in respect of Company Common Stock for any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated Shares from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Sources: Merger Agreement (Receptos, Inc.), Merger Agreement (Celgene Corp /De/)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party party hereto will be liable to a holder of shares of Company Common Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 1 contract

Sources: Merger Agreement (Summer Infant, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Common Stock Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 28

Appears in 1 contract

Sources: Merger Agreement (Squarespace, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Guarantor, Parent, Merger Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock 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

Sources: Merger Agreement (Medidata Solutions, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a Stockholder or holder of shares of a Company Common Stock Warrant 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 (Thorne Healthtech, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, Acquisition Sub, the Surviving Corporation or nor any other Party will shall be liable to a holder of shares of Company Common Stock for in respect of any amount properly paid amounts that would otherwise have been payable in respect of any Certificates or Uncertificated Shares from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Sources: Merger Agreement (Ligand Pharmaceuticals Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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: Merger Agreement (Fx Energy Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or nor any other Party will party hereto shall be liable to a holder of shares of Company Common Capital Stock 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 (Audience Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs) or Company Share Awards 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 (Trina Solar LTD)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.

Appears in 1 contract

Sources: Merger Agreement (Portal Software Inc)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs) 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 (Hailiang Education Group Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Exchange Agent, Parent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock 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 (Open Text Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will shall be liable to a holder of shares of Company Common Stock 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 (Paya Holdings Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Company or any other Party will be liable to a holder of shares of Company Common Stock 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: Merger Agreement (Tufin Software Technologies Ltd.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Agent or any other Party will be liable to a holder of shares of Company Common Stock Stock, 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 (Soho House & Co Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Corporation, or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock 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 (Fortegra Financial Corp)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock 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: Merger Agreement (China Customer Relations Centers, Inc.)

No Liability. Notwithstanding Subject to applicable Law, and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will be liable to a holder of shares of Company Class A Common Stock 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 (Powerschool Holdings, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs) or Company Options 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 (Vimicro International CORP)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Capital Stock 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 (SoftBrands, Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Paying Agent, Depositary, Parent, the Surviving Corporation Company or any other Party will shall be liable to a holder of shares of Company Common Stock Shares (including Company Shares represented by ADSs), Company Options or Company RSUs 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 (Gridsum Holding Inc.)

No Liability. Notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation or any other Party will party hereto shall be liable to a holder of shares of Company Common Stock or 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

Sources: Merger Agreement (Proginet Corp)

No Liability. Notwithstanding Subject to applicable Law and notwithstanding anything to the contrary set forth in this Agreement, none of the Payment Agent, Parent, the Surviving Corporation Entities or any other Party will be liable to a holder of Holdings Units or shares of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Sources: Agreement and Plan of Merger (E2open Parent Holdings, Inc.)