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, shareholders or otherwise); and (ii) any director, officer, employee or other Representative of (A) the Company or (B) 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Aditxt, 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, shareholders stockholders or otherwise); , and (ii) any director, officer, employee or other Representative of (A) the Company, (B) the Company Manager or (BC) 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
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (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, shareholders or otherwise); and (ii) any director, officer, employee or other Representative of (A) the Company or (B) 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Arlington Asset Investment Corp.), Agreement and Plan of Merger (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, shareholders stockholders or otherwise); , and (iib) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) 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 Transactionstransactions contemplated hereby or thereby (other than claims arising out of fraud), and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
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, shareholders stockholders or otherwise); and , (ii) any director, officer, employee or other Representative of the Company, and (A) the Company or (Biii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Broadmark Realty Capital 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, shareholders or otherwise); and (ii) any director, officer, employee or other Representative of (A) the Company, (B) the Company Manager or (BC) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Great Ajax 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, shareholders stockholders or otherwise); , and (iib) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) any Person who controls the Company. To Except as expressly contemplated by the fullest extent permitted by applicable LawVoting Agreement, 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 Transactionstransactions contemplated hereby or thereby, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Range Resources Corp), Agreement and Plan of Merger (Memorial Resource Development 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, shareholders stockholders or otherwise); , and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Terra Property Trust, Inc.), Agreement and Plan of Merger (CYS Investments, 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, shareholders stockholders or otherwise); ) and (iib) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) any Person who controls the Company. To Except as expressly contemplated by the fullest extent permitted by applicable LawSupport Agreement, 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 obligationobligations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxwell W Keith III), Agreement and Plan of Merger (Via Renewables, 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, shareholders stockholders or otherwise); and (ii) any director, officer, employee or other Representative of (A) the Company or (B) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Asset Mortgage Capital Corp), Agreement and Plan of Merger (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, shareholders stockholders or otherwise); and (ii) any director, officer, employee or other Representative of (A) the Company or (B) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capstead Mortgage Corp), Agreement and Plan of Merger (Benefit Street Partners Realty 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, shareholders stockholders or otherwise); , and (ii) any director, officer, employee employee, representative or other Representative agent of (Ax) the Company or (By) 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.
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, shareholders stockholders or otherwise); , and (iib) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) 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 Transactionstransactions contemplated hereby or thereby (other than claims arising out of fraud), and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation.
Appears in 1 contract
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, shareholders stockholders or otherwise); , and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Asset Mortgage 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, shareholders stockholders or otherwise); , and (ii) any director, officer, employee employee, representative or other Representative agent of (Ax) the Company or (By) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, 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, shareholders stockholders or otherwise); , and (iiB) any director, officer, employee employee, representative or other Representative agent of (Ai) the Company or (Bii) 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.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Two Harbors Investment 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, shareholders stockholders or otherwise); and (ii) any director, officer, employee employee, representative or other Representative agent of (A) the Company or (B) any Person 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 Transactionstransactions contemplated hereby or thereby, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spinnaker Exploration Co)
