No Liability for Abandoned Property Sample Clauses

No Liability for Abandoned Property. Any other provision of this Agreement notwithstanding, none of Parent, the Surviving Corporation, Representative or the Paying Agent shall be liable to any Seller for any amounts paid (including any Merger Consideration) or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.
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No Liability for Abandoned Property. Any other provision of this Agreement notwithstanding, neither Parent nor the Surviving Bank shall be liable to any Seller Bank Holder for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Sample 1
No Liability for Abandoned Property. Any other provision of this Agreement notwithstanding, neither Parent, the Company nor the Surviving Corporation shall be liable to any Company Holder for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Forfeiture. If and to the extent any Stockholder fails to deliver a Letter of Transmittal and the related Stock Certificate or Lost Certificate Affidavit and such other items as required under Section 3.07(c) to the Paying Agent within one (1) year of the Closing Date, then any Merger Consideration in respect thereof shall, to the extent permitted by any applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto (other than the claims of the applicable Stockholder and its heirs, assigns and transferees hereunder), and such Stockholder shall look only to the Surviving Corporation for payment of such amounts.
Sample 1
No Liability for Abandoned Property. Neither Parent nor Urigen nor any other Person shall be liable to any former holder of shares of Urigen Stock for any shares or any dividends or distributions with respect thereto properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any Merger Consideration remaining unclaimed two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.
Sample 1
No Liability for Abandoned Property. Notwithstanding anything in this Agreement to the contrary, neither Parent nor the Surviving Corporation shall be liable to any Company Stockholder for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Sample 1

Related to No Liability for Abandoned Property

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • No Liability for Termination Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms.

  • No Liability of Members All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • Abandoned Property If Tenant abandons the Premises, or is dispossessed by process of law or otherwise, any movable furniture, equipment, trade fixtures or personal property belonging to Tenant and left in the Premises shall be deemed to be abandoned, at the option of Landlord, and Landlord shall have the right to sell or otherwise dispose of such personal property in any commercially reasonable manner.

  • No Liability for Interest Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.

  • No Liability of County’s Personnel All covenants, stipulations, promises, agreements and obligations of the County contained herein shall be deemed to be covenants, stipulations, promises, agreements and obligations of the County and shall be binding upon any member of the County Council or any elected official, officer, agent, servant or employee of the County only in his or her official capacity and not in his or her individual capacity, and no recourse shall be had for the payment of any moneys hereunder against any member of the governing body of the County or any elected official, officer, agent, servants or employee of the County and no recourse shall be had against any member of the County Council or any elected official, officer, agent, servant or employee of the County for the performance of any of the covenants and agreements of the County herein contained or for any claims based thereon except solely in their official capacity.

  • No Liability Until Receipt The Custodian shall not be liable for, or considered to be the Custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money, received by it on behalf of the Series, until the Custodian actually receives and collects such money.

  • No Liability Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct.

  • No Liability of Others The Administrator’s obligations under this Agreement are corporate obligations. No Person will have recourse, directly or indirectly, against any member, manager, officer, director, employee or agent of the Administrator for the Administrator’s obligations under this Agreement.

  • Termination with Liability If (a) the Customer terminates the agreement before the end of the Initial Term for reasons other than for cause or (b) the Company terminates the agreement for cause, then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 25 percent of the unsatisfied MVR for each annual period (and a pro rata portion thereof for any partial annual period) remaining in the unexpired portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all installation waiver credits, sign-up credits, or up-front credits provided to the Customer.