Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (i) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee or other Representative of (A) the Company, (B) the Company Manager or (C) any Person who controls the Company. To the fullest extent permitted by applicable Law, no Company Affiliate shall have any liability or obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation. 77
Affiliate Liability. Each of the following is herein referred to as a “Company Affiliate”: (a) any direct or indirect holder of equity interests or securities in the Company (whether stockholders or otherwise), and (b) any director, officer, employee, Representative or agent of (i) the Company or (ii) any Person who controls the Company. No Company Affiliate shall have any liability or obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby or thereby other than for fraud, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation, other than for fraud. Each of the following is herein referred to as a “Parent Affiliate”: (x) any direct or indirect holder of equity interests or securities in Parent (whether stockholders or otherwise), and (y) any director, officer, employee, Representative or agent of (i) Parent or (ii) any Person who controls Parent. No Parent Affiliate shall have any liability or obligation to the Company of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby or thereby other than for fraud, and the Company hereby waives and releases all claims of any such liability and obligation, other than for fraud.
Affiliate Liability. Each of the following is herein referred to as a “Company Affiliate”: (a) any direct or indirect holder of equity interests or securities in the Company (whether stockholders or otherwise), including the Company Designated Stockholder and any Affiliate of the Company Designated Stockholder and (b) any director, officer, employee, Representative or agent of (i) the Company, (ii) the Company Designated Stockholder or any Affiliate of the Company Designated Stockholder or (iii) any Person who controls the Company. No Company Affiliate shall have any liability or obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement, the Transaction Support Agreement or the Transactions, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation, except in each case as expressly provided by the Transaction Support Agreement as between the Company Designated Stockholder and Parent. Each of the following is herein referred to as a “Parent Affiliate”: (x) any direct or indirect holder of equity interests or securities in Parent (whether stockholders or otherwise), and (y) any director, officer, employee, Representative or agent of (i) Parent or (ii) any Person who controls Parent. No Parent Affiliate shall have any liability or obligation to the Company of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company hereby waives and releases all claims of any such liability and obligation.
Affiliate Liability. Neither any direct or indirect holder of equity interests in Sellers, nor any present, past or future director, officer, employee, agent, manager, member, partner or Affiliate of Sellers or of any such holder, shall have any liability or obligation of any nature whatsoever under or in connection with this Agreement or the transaction contemplated by this Agreement, and Buyer hereby waives and releases all claims of such liability and/or obligation.
Affiliate Liability. No Affiliate or Representative of a Party or Representative of an Affiliate of a Party shall have any liability or obligation in its capacity as such to any other Party hereunder of any nature whatsoever in connection with or under this Agreement or the transactions contemplated hereby (except, for the avoidance of doubt, to the extent that such Affiliate or Representative executes this Agreement or any other agreement, certificate or instrument as a principal intending to be legally bound thereby), and each Party hereby waives and releases all claims of any such liability and obligation.
Affiliate Liability. Each of the following is herein referred to as a “Company Affiliate”: (a) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (b) any director, officer or employee of (i) the Company or (ii) any Person who controls the Company. No Company Affiliate shall have any personal liability or personal obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation; provided, however, that the foregoing waiver and release shall not apply to claims and obligations for liability arising (i) under the reimbursement obligations under Section 5.6, (ii) from intentional misrepresentation in connection with this Agreement or fraud, or (iii) under the Voting Agreements or any other agreement entered into with Parent or Merger Sub or any of their Affiliates by a Company Affiliate in connection with the transactions contemplated hereby.
Affiliate Liability. Other than expressly provided in this Agreement with respect to Seller and except in the case of the actual fraud of Seller or Company, no Company Releasee shall have any personal liability or personal obligation to Acquiror of any nature whatsoever in connection with or under this Agreement, and Acquiror hereby waives and releases all claims of any such liability and obligation.
Affiliate Liability. Each of the following is herein referred to as an “Antero Affiliate”: (a) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), (b) any director, officer, employee, representative or agent of (i) Parent or (ii) any Person who controls Parent or (c) any Person who is under common control with Parent. No Antero Affiliate shall have any liability or obligation to Buyer of any nature whatsoever in connection with or under this Agreement, any of the ancillary documents required hereby or the transactions contemplated herein or therein except to the extent any such Antero Affiliate is a party to this Agreement or any such ancillary document and then only with respect to the express obligations of such Antero Affiliate under this Agreement or such ancillary document (the “Express Affiliate Obligations”), and Buyer hereby waives and releases any and all claims against any Antero Affiliate arising out of or related to any such liability or obligation (such waiver and release to not apply to the Express Affiliate Obligations).
Affiliate Liability. (a) Each of the following is herein referred to as a “Buyer Affiliate”: (i) any direct or indirect holder of the general partner interest in the Partnership (whether limited or general partners, members or otherwise), and (ii) any director, officer, manager, employee, representative or agent of (A) the Partnership, the General Partner or Buyer or (B) any Person who directly or indirectly controls the Partnership. Except to the extent that a Buyer Affiliate is an express signatory hereto or thereto or an express assignee of the Partnership or Buyer, no Buyer Affiliate shall have any liability or obligation to any Seller Party of any nature whatsoever in connection with or under this Agreement, any of the other Transaction Documents or the transactions contemplated herein or therein, and each Seller Party on behalf of itself and each Acquired Company and Seller Affiliate hereby waives and releases all claims of any such liability and obligation. Notwithstanding the foregoing, no Seller Party shall be deemed an Affiliate of the Partnership.
Affiliate Liability. (a) The Board of Trustees acknowledges that, as an element of the transactions contemplated by the Plan of Arrangement, HCo shall be indebted (which indebtedness will be evidenced by a promissory note) to New Hydrogenics which, upon completion of the Arrangement shall be owned by the original shareholders of HCo, in an the amount equal to $10,813,084 (the “Initial Liability”) representing the value of the Tax Pools as at March 31, 2009 based on XXXXX {rate of compensation removed}* of non-capital losses and unclaimed SRED expenditures and XXXXX {rate of compensation removed}* of unclaimed ITCs. The Initial Liability amount shall be paid by HCo to New Hydrogenics at the Effective Time. Prior to the Expiry Time, the Board of Trustees shall make arrangements satisfactory to HCo and New Hydrogenics, each acting reasonably, such that HCo will be provided with immediately available funds in an amount equal to the Initial Liability and HCo shall, at the Effective Time, pay such amount to New Hydrogenics in satisfaction of the Initial Liability.
