No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 46 contracts
Samples: Merger Agreement (Euniverse Inc), Merger Agreement (Amera Link Inc), Merger Agreement (Amera Link Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 13 contracts
Samples: Merger Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Netgravity Inc), Merger Agreement (Doubleclick Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 11 contracts
Samples: Merger Agreement (Active Voice Corp), Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Saflink Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Intraware Inc), Agreement and Plan of Reorganization (E Piphany Inc), Agreement and Plan of Reorganization (Intraware Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Legal Requirement.
Appears in 6 contracts
Samples: Merger Agreement (Cisco Systems, Inc.), Merger Agreement (Splunk Inc), Agreement and Plan of Merger (Acacia Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Cacheflow Inc), Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Vignette Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Merger Agreement (Phone Com Inc), Merger Agreement (Phone Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Merger Agreement (Plumtree Software Inc), Agreement and Plan of Reorganization (Credence Systems Corp), Merger Agreement (Nptest Holding Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Convio, Inc.), Agreement and Plan of Reorganization (Sigmatel Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person or entity for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Merger Agreement (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person for Person in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Samples: Merger Agreement (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Merger Agreement (Doubleclick Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, none of the Exchange Agent, Parent, the Surviving Corporation or nor any other party hereto shall be liable to any person in respect of any Merger Consideration for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Merger Agreement (Food Lion Inc), Agreement and Plan of Merger (Zuckerman Mortimer B), Merger Agreement (Hannaford Brothers Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Company nor any party hereto shall be liable to any person a holder of Company Ordinary Shares 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 (Scopus Video Networks Ltd.), Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Cisco Systems Inc), Agreement and Plan of Reorganization (Network Appliance Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any party hereto shall be liable to any person Person 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 (Zygo Corp), Merger Agreement (Bio Technology General Corp), Agreement and Plan of Reorganization (Virage Logic Corp)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person 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 (Credence Systems Corp), Merger Agreement (Integrated Measurement Systems Inc /Or/), Merger Agreement (Credence Systems Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person 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 (SP Holding CORP), Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.4, none of neither the Exchange Agent, the Surviving Corporation or Agent nor any party hereto shall be liable to any person a holder of Company Shares 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 (Saifun Semiconductors Ltd.), Merger Agreement (Saifun Semiconductors Ltd.), Merger Agreement (Spansion Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person Company Securityholder 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 (Aptalis Holdings Inc.), Merger Agreement (Aptalis Pharma Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Holder of a Certificate for any amount properly Convertible Notes or cash paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Avigen Inc \De), Merger Agreement (Medicinova Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person 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 (Cybersource Corp), Merger Agreement (Authorize.Net Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person 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 (Cray Inc), Merger Agreement (PLX Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 2 contracts
Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person 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 (Data Critical Corp), Merger Agreement (Data Critical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person 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 (Power One Inc), Merger Agreement (Ubrandit Com)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, Parent, the Surviving Corporation Company or any party hereto shall be liable to any person 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 (Clear System Recycling, Inc.), Merger Agreement (Clear System Recycling, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person 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 (Vitalcom Inc), Merger Agreement (Photo Control Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of 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 (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation Axxxxx, DMK or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.12, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Omega Surviving Corporation or the Online Surviving Corporation or any party hereto shall be liable to any person 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 Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person 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 (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person 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 (Cisco Systems Inc), Merger Agreement (Scientific Atlanta Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Protein Design Labs Inc/De), Merger Agreement (Ariba Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a holder of Certificates 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 (Kanbay International Inc), Merger Agreement (Cap Gemini Sa)
No Liability. Notwithstanding anything to the contrary in this Section 1.78.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 Merger (Covad Communications Group Inc), Merger Agreement (Covad Communications Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation Company or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in accordance with the applicable provisions of any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Saba Software Inc), Merger Agreement (Centra Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7ARTICLE II, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Canaan Equity L P), Merger Agreement (Avant Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Company Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Stock Purchase and Merger Agreement (Imation Corp), Stock Purchase and Merger Agreement (Imation Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Com Inc), Merger Agreement (Micrel Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to any person 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 (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Buyer, any party hereto or any of their respective Affiliates shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.77.2, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person 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 (Interwoven Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Acquirer or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to any person a Company Holder 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 (Nanometrics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.08, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Apro 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
No Liability. Notwithstanding anything to the contrary in this Section 1.73.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person 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 (Netsolve Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Acquiror, Sub, the Surviving Corporation Corporation, the Subsidiaries or any party hereto shall be liable to any person 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 (Amdocs LTD)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none None of the Exchange Agent, Agent or the Surviving Corporation or any party hereto Company shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw in accordance with this Section 3.02 and Section 3.05.
Appears in 1 contract
Samples: Business Combination Agreement (WinVest Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.75.17, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units 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 (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of neither the Exchange Agent, the Surviving Corporation or Entity nor any party hereto shall be liable to any person a holder of Membership 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: Merger Agreement (Xicor Inc)
No Liability. Notwithstanding anything to the contrary ------------ in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person 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 (Gasonics International Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person 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 (Concur Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any ----------- party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of Acquiror, the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto of their respective Representatives shall be liable to any person Person for any amount properly paid or surrendered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Elastic N.V.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Initial Surviving Corporation Corporation, the Surviving Company, Parent or any of its Affiliates or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units 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 (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person Person 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 (Ask Jeeves Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7y2.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person 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 (PDF Solutions Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.12, none of the Exchange Agent, the Surviving Corporation or any party Party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Netcentives Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Invvision Capital Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Acquiror or any party hereto shall be liable to any person 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 (Wireless Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Xxxxxxx 0, none xxxx of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Samples: Merger Agreement (Velti PLC)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to and in compliance with any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of Shares 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 (Green Plains Renewable Energy, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation Parent or any party hereto shall be liable to any person a holder of Company Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Transaction Agreement (S1 Corp /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Parent Securities or Company Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in compliance with any applicable abandoned property, escheat or similar law.Law
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.14, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.5, none of the Exchange Agent, the Surviving Corporation or Company, RSOL, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Parent, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Samples: Merger Agreement (Intermec, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be {A0041438.DOC} liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person 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 (Tumbleweed Communications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.03, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (QRS Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Parent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Share Exchange Agreement (Cellegy Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Stratagene, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official any Governmental Entity pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, PMR, the Surviving Corporation or any party hereto shall be liable to any person 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 (PMR Corp)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section ------------ 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------- Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7F of Article IV, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person 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 (Synbiotics Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Agent nor any party hereto shall be liable to any person Person 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 (Almost Family Inc)
