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. (b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee or other Representative of (A) Parent, (B) the Parent Manager or (C) any Person who controls Parent. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 4 contracts
Samples: Merger Agreement (Anworth Mortgage Asset Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Anworth Mortgage Asset Corp)
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 shareholders or otherwise), ; and (ii) any director, officer, employee or other Representative of (A) the Company, Company or (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.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent or Merger Sub (whether limited or general partners, members, stockholders shareholders or otherwise), ) and (ii) any director, officer, employee or other Representative of (A) Parent, Parent or Merger Sub or (B) the Parent Manager or (C) any Person who controls ParentParent or Merger Sub. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Merger Agreement (Evofem Biosciences, Inc.)
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (ia) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), including the Company Designated Stockholder and any Affiliate of the Company Designated Stockholder and (iib) any director, officer, employee employee, Representative or other Representative agent of (Ai) the Company, (Bii) the Company Manager Designated Stockholder or any Affiliate of the Company Designated Stockholder or (Ciii) any Person who controls the Company. To the fullest extent permitted by applicable Law, no 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.
(b) , 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”: (ix) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiy) any director, officer, employee employee, Representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no No Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 4 contracts
Samples: Transaction Support Agreement (HighPoint Resources Corp), Merger Agreement (HighPoint Resources Corp), Transaction Support Agreement (Bonanza Creek Energy, Inc.)
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (ia) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), including the Company Designated Stockholders and any Affiliate of the Company Designated Stockholders and (iib) any director, officer, employee employee, Representative or other Representative agent of (Ai) the Company, (Bii) the Company Manager Designated Stockholders or any Affiliate of the Company Designated Stockholders or (Ciii) any Person who controls the Company. To the fullest extent permitted by applicable Law, no No Company Affiliate shall have any liability or obligation to Parent or the Merger Sub Subs of any nature whatsoever in connection with or under this Agreement or the TransactionsTransactions other than for fraud, and Parent and the Merger Sub Subs hereby waive and release all claims of any such liability and obligation.
(b) , other than for fraud and except in each case as expressly provided by the Merger Support Agreement as among the Company Designated Stockholders, the Company and Parent. Each of the following is herein referred to as a “Parent Affiliate”: (ix) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiy) any director, officer, employee employee, Representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no No Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the TransactionsTransactions other than for fraud, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation, other than for fraud.
Appears in 3 contracts
Samples: Merger Agreement (Vine Energy Inc.), Merger Agreement (Chesapeake Energy Corp), Merger Agreement (Chesapeake Energy Corp)
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 shareholders or otherwise), ; and (ii) any director, officer, employee or other Representative of (A) the Company, Company or (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 Parent, Merger Sub or Parent Manager of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Parent, Merger Sub and Parent Manager hereby waive and release all claims of any such liability and obligation.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent, Merger Sub or Parent Manager (whether limited or general partners, members, stockholders shareholders or otherwise), ) and (ii) any director, officer, employee or other Representative of (A) Parent, (B) the Merger Sub or Parent Manager or (CB) any Person who controls Parent, Xxxxxx Sub or Parent Manager. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 3 contracts
Samples: Merger Agreement (Arlington Asset Investment Corp.), Merger Agreement (Ellington Financial Inc.), Merger Agreement (Ellington Financial Inc.)
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (ia) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and any Affiliate thereof, and (iib) any director, officer, employee employee, Representative or other Representative agent of (Ai) the Company, (B) the Company Manager or (Cii) any Person who controls the Company. To the fullest extent permitted by applicable LawExcept as provided in a binding agreement between any Company Affiliate and Parent, BMS and/or Merger Sub, no Company Affiliate shall have any liability or obligation to Parent or Parent, BMS and Merger Sub of any nature whatsoever in connection with or under this Agreement or the TransactionsTransactions contemplated hereby or thereby, and Parent Parent, BMS and Merger Sub hereby waive and release all claims of any such liability and obligation.
(b) . Each of the following is herein referred to as a “Parent Affiliate”: (ix) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise)) and any Affiliate thereof, and (iiy) any director, officer, employee employee, Representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no No Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactionstransactions contemplated hereby or thereby, and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 3 contracts
Samples: Merger Agreement (Q Power LLC), Merger Agreement (Stronghold Digital Mining, Inc.), Merger Agreement (Bitfarms LTD)
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, Company or (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, Buyer or Parent or Merger Sub Manager of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent, Buyer and Parent and Merger Sub Manager hereby waive and release all claims of any such liability and obligation.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent, Buyer or Parent Manager (whether limited or general partners, members, stockholders or otherwise), ; and (ii) any director, officer, employee or other Representative of (A) Parent, (B) the Buyer or Parent Manager or (CB) any Person who controls Parent, Buyer or Parent Manager. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Merger Agreement (Capstead Mortgage Corp), Merger Agreement (Benefit Street Partners Realty Trust, Inc.)
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (ia) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), including the Company Designated Stockholder and any Affiliate of the Company Designated Stockholder and (iib) any director, officer, employee employee, Representative or other Representative agent of (Ai) the Company, (Bii) the Company Manager Designated Stockholder or any Affiliate of the Company Designated Stockholder or (Ciii) any Person who controls the Company. To the fullest extent permitted by applicable Law, no 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.
(b) , except in each case as expressly provided by the Company Voting Agreement as among the Company Designated Stockholder, the Company and Parent. Each of the following is herein referred to as a “Parent Affiliate”: (ix) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiy) any director, officer, employee employee, Representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no No Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Merger Agreement (Extraction Oil & Gas, Inc.), Merger Agreement (Bonanza Creek Energy, Inc.)
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, and (B) the Company Manager or (Ciii) any Person who controls the Company, in each case in its capacity as such. 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.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee or other Representative of Parent or Merger Sub, and (A) Parent, (B) the Parent Manager or (Ciii) any Person who controls Parent, in each case in its capacity as such. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Merger Agreement (Ready Capital Corp)
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, Company or (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 Parent, Merger Sub or Parent Manager of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Parent, Merger Sub and Parent Manager hereby waive and release all claims of any such liability and obligation.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent, Merger Sub or Parent Manager (whether limited or general partners, members, stockholders or otherwise), ; and (ii) any director, officer, employee or other Representative of (A) Parent, (B) the Merger Sub or Parent Manager or (CB) any Person who controls ParentXxxxxx, Merger Sub or Parent Manager. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Merger Agreement (Western Asset Mortgage Capital Corp), Merger Agreement (AG Mortgage Investment Trust, Inc.)
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 shareholders 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.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent or Merger Sub (whether limited or general partners, members, stockholders shareholders or otherwise), ) and (ii) any director, officer, employee or other Representative of (A) Parent, Parent or Merger Sub or (B) the Parent Manager or (C) any Person who controls ParentParent or Merger Sub. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Merger Agreement (Great Ajax Corp.), Merger Agreement (Ellington Financial Inc.)
Affiliate Liability. (a) i. Each of the following is herein referred to as a “Company Affiliate”: (iA) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (A) the Company, (Bi) the Company Manager or (Cii) 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.
(b) ii. Each of the following is herein referred to as a “Parent Affiliate”: (iA) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 1 contract
Samples: Merger Agreement (Western Asset Mortgage Capital Corp)
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (iA) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (A) the Company, (Bi) the Company Manager or (Cii) 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.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (iA) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 1 contract
Affiliate Liability. (a) Each of the following is herein referred to as a “Company Affiliate”: (iA) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (A) the Company, (Bi) the Company Manager or (Cii) 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.
(b) Each of the following is herein referred to as a “Parent Affiliate”: (iA) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent, including Pine River and its Affiliates. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 1 contract
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 Vantage Sellers (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee employee, representative or other Representative agent of (Aa) the Company, (Bb) the Company Manager Vantage Sellers or (Cb) any Person who controls the CompanyCompany or any Vantage Seller. To the fullest extent permitted by applicable LawOther than as set forth in Section 9.14, no Company Affiliate shall have any liability or obligation to Parent or Merger Sub Rice of any nature whatsoever in connection with or under this Agreement or the Transactionstransactions contemplated hereby or thereby, and Parent Rice hereby waives and Merger Sub hereby waive and release releases all claims of any such liability and obligation.
(b) . Each of the following is herein referred to as a “Parent Rice Affiliate”: (i) any direct or indirect holder of equity interests or securities in Parent Rice (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee employee, representative or other Representative agent of (A) Parent, (B) the Parent Manager Rice or (C) any Person who controls Parentany of the foregoing. To the fullest extent permitted by applicable Law, no Parent No Rice Affiliate shall have any liability or obligation to the Vantage Sellers or the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactionstransactions contemplated hereby or thereby, and the Vantage Sellers and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 1 contract
Affiliate Liability. (a) Each of the following is herein referred to as a “"Company Affiliate”": (iA) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (A) the Company, (Bi) the Company Manager or (Cii) 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.
(b) Each of the following is herein referred to as a “"Parent Affiliate”": (iA) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) Parent, (B) the Parent Manager or (Cii) any Person who controls Parent, including Pine River and its Affiliates. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself hereby waive and for its stockholders) hereby waives and releases release all claims of any such liability and obligation.
Appears in 1 contract
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 employee, representative or other Representative agent of (A) the Company, (Bx) the Company Manager or (Cy) 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.
(b) Each of the following is herein referred to as a “"Parent Affiliate”": (i) any direct or indirect holder of equity interests interests, or securities securities, in Parent or Parent's external manager (whether limited or general partners, members, stockholders or otherwise), ) and (ii) any director, officer, employee employee, manager, representative or other Representative agent of (Ax) Parent, (By) the Parent Manager Parent's external manager or (Cz) any Person who controls Parent or Parent's external manager. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company or any of its stockholders of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company (for itself and for its stockholders) hereby waives and releases all claims of any such liability and or obligation.
Appears in 1 contract