No liability when acting in good faith Sample Clauses

No liability when acting in good faith. Each Scheme Shareholder agrees that none of the directors, officers or employees of Trade Me or Apax, will be liable for anything done or omitted to be done in the performance of the Scheme in good faith.
Sample 1
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No liability when acting in good faith. None of NetComm, Casa, or any of their respective Representatives, will be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith. Lawyers Xxxxxxx Square, Tower Two Xxxxx 00, 000 Xxxxxxx Xxxxxx Melbourne VIC 3008 Australia Telephone 00 0 0000 0000 Facsimile 61 3 9258 3666 xxxx@xxxxxxxx.com.au xxx.xxxxxxxx.xxx.xx DX 259 Melbourne In favour of each person registered as a holder of fully paid ordinary shares in NetComm Wireless Limited ACN 002 490 486 as at the Record Date Interstate offices Canberra Sydney Affiliated offices around the world through the Advoc network - xxx.xxxxx.xxx 1. Defined terms and interpretation 3 2. Conditions precedent and termination 4 3. Scheme obligations 4 4. Warranties 4 5. Continuing obligations 5 6. Further assurances 5 7. General 5 Deed Poll Dated Parties By In favour of Background A. On 22 February 2019, Casa and NetComm Wireless Limited ACN 002 490 486 (NetComm) entered into a scheme implementation deed (Implementation Deed). B. Under the Implementation Deed, Casa has agreed to pay the Scheme Consideration to the Scheme Participants in consideration for the acquisition by Casa of all of the Scheme Shares (being all of the fully paid ordinary shares issued in the capital of NetComm at the Record Date).
Sample 1
No liability when acting in good faith. None of Nominee, Target, Bidder, or any of their respective directors, officers or secretaries, will be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith.
Sample 1
No liability when acting in good faith. Each Scheme Shareholder agrees that none of TPG nor VHA nor any director, officer, secretary or employee of TPG or VHA shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith. Definitions and interpretation
Sample 1
No liability when acting in good faith. Each Scheme Shareholder agrees that neither Newcrest, Newmont, Newmont Overseas nor any of their respective directors, officers, secretaries or employees shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith. Attachment 2 Deed poll Deed poll Newmont Newmont Overseas 80 Xxxxxxx Xxxxxx Melbourne Vic 3000 T +00 0 0000 0000 F +00 0 0000 0000 hxxxxxxxxxxxxxxxxxxxx.xxx DX 240 Melbourne Deed poll Date ► This deed poll is made By Newmont Corporation of 6000 X.Xxxxxx Avenue, Suite 700, Denver, Colorado, 80237, United States of America (Newmont) and Newmont Overseas Holdings Pty Ltd ACN 667 845 454 of Level 5, 500 Xxx Xxxxxx, Xxxxxxx XX 0000 (Newmont Overseas) in favour of each Scheme Shareholder Recitals 1 Newcrest, Newmont and Newmont Overseas entered into the Implementation Deed. 2 In the Implementation Deed, Newmont and Newmont Overseas each agreed to make this deed poll. 3 Newmont and Newmont Overseas are making this deed poll for the purpose of covenanting in favour of the Scheme Shareholders to perform their obligations under the Scheme. This deed poll provides as follows:
Sample 1
No liability when acting in good faith. Each Scheme Shareholder agrees that neither Asciano, BIP nor Acquirer nor any director, officer, secretary or employee of any of those companies shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith. Table of Contents Definitions and interpretation 1 Definitions The meanings of the terms used in this Scheme are set out below. Acquirer Nitro Corporation Pty Ltd ACN 607 605 701. Asciano Asciano Limited ACN 123 652 862 of Xxxxx 0, 00 Xxxx Xxxxxx, Xxxxx Xxxxxx, XXX 0000. Asciano Rights either:
Sample 1
No liability when acting in good faith. Neither the Company nor AQY, nor any of their respective directors, officers, agents or advisers, will be liable to a Scheme Shareholder for anything done or omitted to be done in the implementation and performance of this Scheme in good faith.
Sample 1
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No liability when acting in good faith. Each Scheme Shareholder agrees that none of the directors, officers, employees or advisers of Abano or Bidco will be liable for anything done or omitted to be done in the performance of the Scheme in good faith.
Sample 1
No liability when acting in good faith. Each Scheme Shareholder agrees that neither Amcor, New Holdco nor any director, officer, secretary or employee of Amcor or New Holdco shall be liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith. Deed Poll This indicative term sheet sets forth certain key provisions to be included in the Amended & Restated Memorandum of Association and the Amended & Restated Articles of Association (the “Articles”) of New Holdco (collectively, the “New Holdco Governing Documents”). Prior to Closing, Amcor may, in consultation with Bemis, amend the terms below in accordance with the terms of the Transaction Agreement. This Exhibit E forms part of the Transaction Agreement and is hereby incorporated by reference into the Transaction Agreement. Name of Company: Amcor plc. Type of Company: Public limited company.
Sample 1

Related to No liability when acting in good faith

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

  • 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 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 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.

  • DEFECT LIABILITY It is agreed that in case any structural defect or any other defect in workmanship, quality or provision of services or any other obligations of the Promoter as per the agreement for sale relating to such development is brought to the notice of the Promoter within a period of 5 (five) years by the Allottee from the date of handing over possession, it shall be the duty of the Promoter to rectify such defects without further charge, within 30 (thirty) days, and in the event of Promoter's failure to rectify such defects within such time, the aggrieved Allottees shall be entitled to receive appropriate compensation in the manner as provided under the Act.

  • No Liabilities Except as set forth in the most recent financial statements referred to in Section 3.04(a), as of the Closing Date there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, other than liabilities under the Loan Documents, the Revolving Credit Loan Documents and the Senior Notes. Since March 31, 2010, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

  • Third Party Liability For the purposes of the Contracts (Rights of Third Parties) Xxx 0000 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

  • Liability of Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

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