Common use of No Liability Clause in Contracts

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Storage Computer Corp), Merger Agreement (Socket Communications Inc), Agreement and Plan of Reorganization (Infoseek Corp /De/)

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No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 4 contracts

Samples: Merger Agreement (Harmonic Inc), Merger Agreement (Harmonic Inc), Merger Agreement (Autodesk Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9Agreement, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 3 contracts

Samples: Merger Agreement (Network Appliance Inc), Merger Agreement (Planar Systems Inc), Agreement and Plan of Reorganization (Documentum Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.11, none of neither the Exchange Agent, Surf Air, NewCo, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 3 contracts

Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.97.2, none of neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock Stock, Company Options or Company Capital Stock Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 3 contracts

Samples: Merger Agreement (Symantec Corp), Merger Agreement (Altiris Inc), Merger Agreement (Symantec Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a any holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 3 contracts

Samples: Merger Agreement (Atmi Inc), Merger Agreement (Brooks Automation Inc), Merger Agreement (Atmi Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.05, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 3 contracts

Samples: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 3 contracts

Samples: Merger Agreement (Altiris Inc), Merger Agreement (Altiris Inc), Agreement and Plan of Merger (Compuware Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Sirenza Microdevices Inc), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc), Merger Agreement (Triangle Pharmaceuticals Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Kyphon Inc), Merger Agreement (Coachmen Industries Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.11, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.9, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (Sonicwall Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8 hereof, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Carrier Access Corp), Merger Agreement (Informatica Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lsi Logic Corp), Merger Agreement (Loudeye Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.

Appears in 2 contracts

Samples: Merger Agreement (Lexar Media Inc), Merger Agreement (Micron Technology Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.6, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent ANI Common Stock or Company Capital Occam Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Accelerated Networks Inc), Merger Agreement (Occam Networks Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.97.2, none of neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or and Company Capital Options and Company Restricted Stock Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Force10 Networks Inc), Merger Agreement (Carrier Access Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.5, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Reorganization (Larscom Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Digital Music Group, Inc.), Merger Agreement (Digital Music Group, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.97.2, none of neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock Stock, for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Varian Inc), Merger Agreement (Agilent Technologies Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.12(f), none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Moviefone Inc), Merger Agreement (America Online Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange and Paying Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Nuance Communications, Inc.), Merger Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of the Exchange Agent, SumTotal or the Surviving Corporation Entity or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Pathlore Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 2 contracts

Samples: Merger Agreement (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.5(c), none of neither the Exchange Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock capital stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Keyw Holding Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of the Exchange Agent, the Surviving Corporation (or any officer or director thereof) or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Transferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.9, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.

Appears in 1 contract

Samples: Merger Agreement (Mindspeed Technologies, Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, the Surviving Corporation or Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock Company Shares or Vested Company Capital Stock Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Zebra Technologies Corp/De)

No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.9, none of neither the Exchange and Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to as required by any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, Agent nor the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Fortune Industries, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Draft Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.5, none of neither the Exchange Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Tibco Software Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of neither the Exchange Payment Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Shanda Games LTD)

No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Pegasystems Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.6, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Merger Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Autotradecenter Com Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common eGroups Capital Stock or Company ONElist Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Egroups Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither Parent, the Exchange Agent, the Surviving Corporation or nor any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Business Objects Sa)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of Article 1 neither the Exchange Agent, Sybase, Merger Sub, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sybase Inc)

No Liability. Notwithstanding anything to the contrary in this Section SECTION 1.9, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7 hereof, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common or Preferred Stock or Company Capital Stock Bridge Notes for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.4, none of the Exchange Agent, Parent, US Sub, the Surviving Corporation Corporation, the Custodian or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Adaytum Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cognos Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Edwards J D & Co)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock Warrants for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Tarantella Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock Target Equity Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Acquisition Agreement (Raser Technologies Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Taleo Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9contrary, none of neither the Exchange Agent, Public Company, the Surviving Corporation or Company nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (Alternative Energy & Environmental Solutions, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Capital Stock or Company Capital Stock Option for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.

Appears in 1 contract

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

No Liability. Notwithstanding anything to the contrary in this Section 1.91.10, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Xicor Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7 hereof, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock Preferred for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Ondisplay Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.10, none of neither the Exchange Agent, the Surviving Corporation or Corporation, Parent, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Ndchealth Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Spreadtrum Communications Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a any former holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Scansoft Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock or recipient of any Cash Consideration for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Artisan Components Inc)

No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.91.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (International Network Services)

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No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of the Exchange Payment Agent, Parent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, the Buyer, the Surviving Corporation or nor any other party hereto shall be liable to a holder of shares of Parent Buyer Common Stock or Company Capital Seller Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Colonial Gas Co)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.11, none of neither the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock or a Converted Creditor for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zapworld Com)

No Liability. Notwithstanding anything to the contrary in this Section 1.9SECTION 1.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.

Appears in 1 contract

Samples: Merger Agreement (Scansoft Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock Stockholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Cardiome Pharma Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto Party shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Quantum Corp /De/)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Salesforce Com Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.97.2, none of neither the Exchange Agent, Acquiror, the Company, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Stratagene Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Taleo Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or LLC, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Taleo Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Final Surviving Corporation or Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.6, none of neither the Exchange Agent, the Surviving Corporation or Corporation, Parent, Merger Subsidiary nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Sigma Designs Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Agent, Thermo Electron, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Thermotrex Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.9, none of Parent, the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock or a holder of Cashed-Out Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HMS Holdings Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of the Exchange Agent, Parent and the Surviving Corporation or any party hereto Company shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Peoplesoft Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Scientific Technologies Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.08, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Preferred Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Apple Computer Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.07, none of neither the Exchange Agent, Guarantor, Acquiror, the Surviving Corporation or any party hereto nor their respective affiliates shall be liable to a holder or former holder of shares of Parent Common Stock or Company Capital Stock Shares for any amount Merger Consideration properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McGrath Rentcorp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9Agreement, none of neither the Exchange Agent, the Interim Surviving Corporation or Corporation, the Surviving Entity, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.1, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a the holder of shares of Parent Common Stock or Company NTC Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Illuminet Holdings Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, Parent, the Surviving Corporation or nor any party Party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Avocent Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8 or in Section 2.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock Stock, Company Preferred Stock, Company Warrants or Company Capital Stock Options for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Answers CORP)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange and Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.4(e), none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Epicor Software Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9SECTION 0, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law; provided, that it gives the Shareholder Representative reasonable advance notice of its intent to pay an amount to a public official hereunder so that the Shareholder Representative may assess whether to oppose such payment.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scansoft Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Paying Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.7, none of neither the Exchange Agent, the Surviving Corporation or any party hereto shall Corporation, Acquiror, nor the Company will be liable to a former holder of shares of Parent Company Common Stock or Company Capital Stock Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat escheat, or similar law.

Appears in 1 contract

Samples: Merger Agreement (White William S)

No Liability. Notwithstanding anything to the contrary in this Section 1.9Agreement, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Subsidiary Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Cypress Semiconductor Corp /De/)

No Liability. Notwithstanding anything to the contrary in this Section 1.92.8, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (OccuLogix, Inc.)

No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.94.1, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8(a), none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Epicor Software Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.11, none of neither the Exchange Agent, the Surviving Corporation or Corporation, Parent, Merger Sub nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Sonicblue Inc)

No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.92.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Parent Company Preferred or Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock Stock, Vested Company Options or Common Bonus Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Draft Agreement (Aruba Networks, Inc.)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.7, none of neither the Exchange Payment Agent, the Surviving Corporation or nor any party hereto shall be liable to a holder of shares of Parent Company Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Merger Agreement (Coherent Inc)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Epicor Software Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.91.10(f), none of neither the Exchange Paying Agent, Parent, the Surviving Corporation Corporation, any other party hereto or any party hereto of their respective affiliates shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.

Appears in 1 contract

Samples: Draft Agreement (Rovi Corp)

No Liability. Notwithstanding anything to the contrary in this Section 1.9, none of neither the Exchange Agent, the Surviving Corporation or LLC, nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Capital Stock for any amount properly paid in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)

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