General Limitation of Liability. The Rights Agent will be liable under this Agreement to the Company and any other Person only for its and its directors’, officers’, employees’, Affiliates’, advisors’ and representatives’ own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility or likelihood of such loss or damage. Notwithstanding anything to the contrary in this Agreement, any liability of the Rights Agent under this Agreement will be limited to twice the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the 12 months immediately preceding the event for which recovery from the Rights Agent is being sought.
Appears in 4 contracts
Samples: Preferred Stock Rights Agreement (Zymeworks Delaware Inc.), Preferred Stock Rights Agreement (Zymeworks Delaware Inc.), Preferred Shares Rights Agreement (Zymeworks Inc.)
General Limitation of Liability. The Rights Agent will be liable under this Agreement to the Company and any other Person only for its and its directors’, officers’, employees’, Affiliates’, agents’, advisors’ and representatives’ own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility or likelihood of such loss or damage. Notwithstanding anything to the contrary in this Agreementherein, any liability of the Rights Agent under this Agreement will be limited to twice 2 times the amount of annual fees (but not including any reimbursed costs) paid by the Company to the Rights Agent paid by the Company to the Rights Agent during the 12 twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement (HF Foods Group Inc.), Preferred Stock Rights Agreement (HF Foods Group Inc.), Preferred Stock Rights Agreement (Twitter, Inc.)
General Limitation of Liability. The Rights Agent will be liable under this Agreement to the Company and any other Person only for its and its directors’, officers’, employees’, Affiliates’, agents’, advisors’ and representatives’ own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility or likelihood of such loss or damage. Notwithstanding anything to the contrary in this Agreement, any liability of the Rights Agent under this Agreement will be limited to twice the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the 12 twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.
Appears in 2 contracts
Samples: Preferred Stock Rights Agreement (Forte Biosciences, Inc.), Preferred Stock Rights Agreement
General Limitation of Liability. The Rights Agent will be liable under this Agreement to the Company and any other Person only for its and its directors’, officers’, employees’, Affiliates’, agents’, advisors’ and representatives’ own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility or likelihood of such loss or damage. Notwithstanding anything to the contrary in this Agreement, any liability of the Rights Agent under this Agreement will be limited to twice the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the 12 months immediately preceding the event for which recovery from the Rights Agent is being sought.
Appears in 2 contracts
Samples: Preferred Stock Rights Agreement (Cue Health Inc.), Preferred Stock Rights Agreement
