Common use of Certain Duties and Responsibilities Clause in Contracts

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.

Appears in 22 contracts

Samples: Contingent Value Rights Agreement (Sesen Bio, Inc.), Contingent Value Rights Agreement (Radius Health, Inc.), Value Rights Agreement (Prevail Therapeutics Inc.)

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Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 19 contracts

Samples: Value Rights Agreement, Rights Agreement, Contingent Value Rights Agreement (Miramar Labs, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 16 contracts

Samples: Contingent Value Rights Agreement (Echo Pharma Acquisition LTD), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Neurogen Corp)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (each as determined by a judgment of a court of competent jurisdiction).

Appears in 10 contracts

Samples: Contingent Stock Rights Agreement (TRTL Holding Corp.), Contingent Stock Rights Agreement (TortoiseEcofin Acquisition Corp. III), Contingent Value Rights Agreement (Chijet Motor Company, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith or gross negligencewillful or intentional misconduct.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Shire PLC), Contingent Value Rights Agreement (Dyax Corp)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages and regardless of the form of action.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Indivior PLC)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (Centessa Pharmaceuticals LTD), Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Forest Laboratories, LLC)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductfraud, gross negligence, bad faith or gross negligencewillful or intentional misconduct.

Appears in 4 contracts

Samples: Contingent Equity Rights Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, fraud, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp)

Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its violation of law, willful misconduct, bad faith or gross negligencenegligence (as determined by a court of competent jurisdiction in a final and non-appealable judgment). No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Contingent Value Rights Agreement (Cerecor Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection compliance with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Talon Therapeutics, Inc.), Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc), Contingent Value Rights Agreement (Allos Therapeutics Inc)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (CinCor Pharma, Inc.), Agreement and Plan of Merger (Zogenix, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Cellect Biotechnology Ltd.), Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Omthera Pharmaceuticals, Inc.)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (in each case as determined by a final, non-appealable decision of a court of competent jurisdiction).

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its fraud, willful or intentional misconduct, bad faith or gross negligence.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Alimera Sciences Inc)

Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent or breach by the Rights Agent of this Agreement.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Biomarin Pharmaceutical Inc), Value Rights Agreement (Prosensa Holding N.V.), Rights Agreement (Biomarin Pharmaceutical Inc)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not failed to be taken by it in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.

Appears in 2 contracts

Samples: Rights Agreement (Rain Oncology Inc.), Agreement and Plan of Merger (Rain Oncology Inc.)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (which willful misconduct, bad faith or gross negligence must be determined by a court of competent jurisdiction in a final and non-appealable judgment). No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Ipsen, S.A.), Agreement and Plan of Merger (Albireo Pharma, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith or gross negligencewillful misconduct (each as determined by a final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction)of the Rights Agent.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Pieris Pharmaceuticals, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.

Appears in 2 contracts

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Icosavax, Inc.)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (in each case as determined by a final non-appealable judgment of a court of competent jurisdiction).

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)

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Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent (in each case as determined by a final non-appealable judgment of a court of competent jurisdiction).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, fraud, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement. All Parties shall be entitled to rely on any action by the Rights Agent as if such action is an action of the Holders.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Agreement and Plan of Merger (Pardes Biosciences, Inc.)

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of arising from or in connection with its willful or intentional misconduct, bad faith or gross negligence.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith or gross negligencewillful or intentional misconduct (as finally adjudicated by a court of competent jurisdiction as provided in Section 6.5(b), evidenced by a final non-appealable order).

Appears in 1 contract

Samples: cases.primeclerk.com

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.. Section 3.2

Appears in 1 contract

Samples: Jounce Therapeutics, Inc.

Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement or for any other damages or causes of action arising from or related to the Agreement, except to the extent of its willful or intentional misconduct, bad faith faith, gross negligence or gross negligencefraud (in each case as determined by a court of competent jurisdiction).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken, suffered or omitted to be taken or not taken by it in connection with this Agreement, except to the extent of its willful misconductbad faith, bad faith or gross negligence, fraud or willful misconduct (each as determined by a final non-appealable judgement of a court of competent jurisdiction).

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Concentra Merger Sub, Inc.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. Notwithstanding anything contained herein to the contrary, the Rights Agent’s aggregate liability shall be limited as set forth in Section 5.2(f) below.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Leap Wireless International Inc)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith fraud or gross negligence.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Corium International, Inc.)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful or intentional misconduct, bad faith or gross negligencenegligence of the Rights Agent.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Paratek Pharmaceuticals, Inc.)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith faith, fraud or gross negligence.

Appears in 1 contract

Samples: Rights Agreement (Innocoll Holdings PLC)

Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its fraud, willful misconduct, bad faith or gross negligencenegligence (each as determined by a judgment of a court of competent jurisdiction).

Appears in 1 contract

Samples: Business Combination Agreement (Direct Selling Acquisition Corp.)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. Section 3.2.

Appears in 1 contract

Samples: Payment Rights Agreement

Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genvec Inc)

Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, fraud, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chinook Therapeutics, Inc.)

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