No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 20 contracts
Samples: Merger Agreement (Wageworks, Inc.), Merger Agreement (Healthequity, Inc.), Merger Agreement (Medassets Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 17 contracts
Samples: Merger Agreement (Gillette Co), Merger Agreement (Integra Lifesciences Holdings Corp), Merger Agreement (Procter & Gamble Co)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 12 contracts
Samples: Merger Agreement (Constellation Brands, Inc.), Merger Agreement (Zhone Technologies Inc), Merger Agreement (Rental Service Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 6 contracts
Samples: Merger Agreement, Merger Agreement (Calpine Corp), Merger Agreement (Omnicare Inc)
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 6 contracts
Samples: Merger Agreement (Wellpoint Health Networks Inc /De/), Merger Agreement (Wellpoint Inc), Merger Agreement (Anthem Inc)
No Liability. None of ParentCompany Y, Merger Sub, the CompanyCompany T, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 5 contracts
Samples: Merger Agreement (Tudou Holdings LTD), Merger Agreement (Youku Inc.), Merger Agreement (Tudou Holdings LTD)
No Liability. None To the extent permitted by applicable Law, none of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 5 contracts
Samples: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (KI NutriCare, Inc.), Merger Agreement (Sciele Pharma, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Amf Bowling Worldwide Inc), Merger Agreement (Airxcel Inc)
No Liability. None of Parent, Merger Sub, OP Merger Sub, the Company, the Surviving Corporation Company OP or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Merger Agreement (Health Care Reit Inc /De/), Agreement and Plan of Merger (Windrose Medical Properties Trust), Merger Agreement (Windrose Medical Properties Trust)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Acquisition Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Apple REIT Ten, Inc.), Agreement and Plan of Merger (Apple Hospitality REIT, Inc.), Agreement and Plan of Merger (Apple REIT Ten, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Merger Agreement (Interpublic Group of Companies Inc), Merger Agreement (Comverse Technology Inc/Ny/), Merger Agreement (Nfo Worldwide Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Merger Agreement (Pxre Group LTD), Merger Agreement (Pxre Group LTD), Merger Agreement (Argo Group International Holdings, Ltd.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Merger Agreement (Broadwing Corp), Merger Agreement (Broadwing Corp), Merger Agreement (Highbury Financial Inc)
No Liability. None of Parent, Merger Sub, the CompanySurviving Corporation, the Surviving Corporation Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent, representative or Affiliate thereof, shall be liable to any Person in respect of any the Per Share Merger Consideration from the Exchange Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Merger Agreement (Magicjack Vocaltec LTD), Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (Borgwarner Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration or any cash in respect of dividends or other distributions from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 4 contracts
Samples: Merger Agreement (Mobility Electronics Inc), Merger Agreement (Nac Re Corp), Merger Agreement (Exel LTD)
No Liability. None of the Parent, the Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Massachusetts Mutual Life Insurance Co), Merger Agreement (Tremont Advisers Inc), Merger Agreement (Schulman Robert I)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Mci Inc), Agreement and Plan of Merger (Verizon Communications Inc)
No Liability. None of Parent, Merger SubMergerSub, the Company, the Surviving Corporation Corporation, or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (Integrated Sensor Solutions Inc), Merger Agreement (Texas Instruments Inc), Merger Agreement (Texas Instruments Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration shares of Parent Common Stock, cash, dividends or other distributions from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, Inc.), Merger Agreement (Skinvisible Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration or Preferred Merger Consideration from the Exchange Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (Square D Co), Merger Agreement (Juno Lighting Inc), Merger Agreement (Fremont Partners Lp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Microchip Technology Inc)
No Liability. None of ParentBuyer, Company or Merger Sub, the Company, the Surviving Corporation Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 3 contracts
Samples: Merger Agreement (Procyte Corp /Wa/), Merger Agreement (Photomedex Inc), Merger Agreement (Photomedex Inc)
No Liability. None of the Company, Parent, Merger SubSub I, the Company, the Surviving Corporation Merger Sub II or the Exchange Agent or any of their respective directors, officers, employees or agents shall be liable to any Person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Hawaiian Electric Co Inc), Merger Agreement (Nextera Energy Inc)
No Liability. None of Parent, Merger Sub, the Company, Company or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect former holder of Shares for any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Westwood One Inc /De/), Merger Agreement (Metro Networks Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration funds from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Rare Hospitality International Inc), Merger Agreement (Darden Restaurants Inc)
No Liability. None of Parent, Merger Sub, the CompanyMergerCo, the Surviving Corporation Corporation, the Company or the Exchange Agent Paying Agent, or any employee, officer, trustee, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Merger Consideration or Option Merger Consideration, as applicable, from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (CentraCore Properties Trust), Merger Agreement (Geo Group Inc)
No Liability. None of Parent, Merger Amalgamation Sub, the Company, the Surviving Corporation Amalgamated Company or the Exchange Agent shall be liable to any Person in respect of any Merger Amalgamation Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Level 3 Communications Inc), Amalgamation Agreement (Global Crossing LTD)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Usi Holdings Corp), Merger Agreement (Friendly Ice Cream Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Unitedhealth Group Inc), Merger Agreement (NWH Inc)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (American Land Lease Inc)
No Liability. None of Parent, Merger Sub, the CompanySurviving Corporation, the Surviving Corporation Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent, representative or Affiliate thereof, shall be liable to any Person in respect of any the Merger Consideration from the Exchange Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp)
No Liability. None of Holdco, Parent, Parent Merger Sub, the Company, the Surviving Corporation Company Merger Sub or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund Funds delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Marketwatch Com Inc), Merger Agreement (Pinnacor Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect person for any portion of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Florida Public Utilities Co)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall will be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
No Liability. None of ParentSPSS, Merger Sub, the CompanyShowCase, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (SPSS Inc), Merger Agreement (Showcase Corp /Mn)
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Wellpoint, Inc), Merger Agreement (Amerigroup Corp)
No Liability. None To the extent required by Applicable Law, none of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Payment Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Cognos Inc), Merger Agreement (Applix Inc /Ma/)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Amazon Com Inc), Merger Agreement (Audible Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Corporation, any of their respective Affiliates or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Entity pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Pediatric Services of America Inc), Agreement and Plan of Merger (Ohio Casualty Corp)
No Liability. None of ParentBuyer, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (or dividends or distribution with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Lightspan Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity, any affiliate of any of the foregoing or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official or Governmental Authority pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Primus Telecommunications Group Inc), Merger Agreement (ARBINET Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (including in respect of any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.5) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Labranche & Co Inc), Merger Agreement (Cowen Group, Inc.)
No Liability. None of ParentDianon, Merger Sub, the CompanyUroCor, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Urocor Inc), Merger Agreement (Dianon Systems Inc)
No Liability. None of ParentHiSoft, Merger Sub, the CompanyVanceInfo, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (VanceInfo Technologies Inc.), Merger Agreement (HiSoft Technology International LTD)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Synavant Inc), Merger Agreement (Synavant Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Avant Corp), Merger Agreement (Synopsys Inc)
No Liability. None of ParentAcquiror, the Company, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of for any Merger Consideration from the Exchange Fund (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 2 contracts
Samples: Merger Agreement (Motient Corp), Merger Agreement (Rare Medium Group Inc)
No Liability. None of ParentAHP, Merger Sub, the CompanyMonsanto, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 2 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (American Home Products Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange ------------ Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
No Liability. None of ParentRiverwood, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of ParentPurchaser, Merger Sub, the CompanyTarget, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Cobalt Corp)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered delivered, in good faith, to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parentthe Buyer, Merger Sub, the Company, the Surviving Corporation Company, or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat escheat, or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Opko Health, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Aggregate Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SFBC International Inc)
No Liability. None of Parent, Merger SubSub 1, Merger Sub 2, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Tw Telecom Inc.)
No Liability. None of Parent, Purchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Stage Stores Inc)
No Liability. None of ParentBuyer, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Dial Corp /New/)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Axa)
No Liability. None of Parent, REIT Merger Sub, Partnership Merger Sub, the Surviving Entity, the Company, the Surviving Corporation Operating Partnership or the Exchange Agent Paying Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person person in respect of any the Merger Consideration from if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Crescent Real Estate Equities Co)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration Subordinate Shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Onex Corp)
No Liability. None of the Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Pansoft CO LTD)
No Liability. None of Parent, Merger Subthe Operating Company, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Common Exchange Fund or the Preferred Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person (as defined in Section 8.11) in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Safeway Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or Corporation, the Depositary, the Exchange Agent or any other Person shall be liable to any Person in respect of any Per Share Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (3SBio Inc.)
No Liability. None of ParentXxxxxx, Total, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund Deposit delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation Company or the ------------ Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of ParentSWAT, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Security With Advanced Technology, Inc.)
No Liability. None of Parent, Merger Sub, the CompanyMergerCo, the Surviving Corporation Corporation, the Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Merger Consideration or Option Merger Consideration, as applicable, from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parentthe Surviving Company, Merger Sub II, Merger Sub, the Company, the Surviving Corporation Parent or the Exchange Agent Company shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Revolution Lighting Technologies, Inc.)
No Liability. None of ParentGenesis, Merger SubAcquisition, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration cash from the Exchange Merger Fund delivered to a public official pursuant to the extent required by any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of ParentPurchaser, Merger Sub, the Company, the Surviving Corporation or the Exchange Paying Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.Law.
Appears in 1 contract
Samples: Merger Agreement
No Liability. None of Parent, MergerCo, Merger SubPartnership, the Surviving Corporation, the Company, the Surviving Corporation Operating Partnership or the Exchange Agent Paying Agent, or any employee, officer, director, stockholder, partner, agent or Affiliate thereof, shall be liable to any Person person in respect of any the applicable Merger Consideration from Consideration, if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parentthe Company, Merger Sub, the Company, the Surviving Corporation Parent or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger SubSubsidiary, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger SubSub A, the CompanyMerger Sub B, the HoldCo, Conectiv, Surviving Corporation A, Surviving Corporation B or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Merger Agreement (Conectiv)
No Liability. None of Parent, Merger SubPurchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.law. 4.8
Appears in 1 contract
No Liability. None of Parent, Merger SubSubsidiary, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.law. Back to Contents
Appears in 1 contract
No Liability. None of ParentBuyer, Merger Subthe Subsidiary, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered delivered, in good faith, to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the Company, Merger Sub or the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of for any Merger Consideration amount from the Exchange Fund delivered to a public official Governmental Entity pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
Samples: Merger Agreement (Clubcorp Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund consideration payable hereunder delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. None of Parent, Merger Sub, the CompanyTarget, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration (or dividends or distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. None of Parent, Merger SubSub I, Merger Sub II, the Company, OpCo, the Surviving Corporation Corporation, the Surviving LLC, the Paying Agent or the Exchange Agent any other person shall be liable to any Person person in respect of any Merger Consideration from portion of the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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Samples: Merger Agreement (Radius Global Infrastructure, Inc.)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly paid from the Exchange Fund or delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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Samples: Merger Agreement (Fastentech Inc)
No Liability. None of Parent, Merger Sub, the CompanySurviving Corporation, the Surviving Corporation Company or the Exchange Agent Paying Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of any Stock Merger Consideration from or other amounts held in the Exchange Payment Fund that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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No Liability. None of Parent, Merger Sub, the CompanySJW, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any portion of the Merger Consideration from the Exchange Fund delivered delivered, in good faith, to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Company or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration Parent Ordinary Shares or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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No Liability. None of Parent, Merger Sub, the CompanyAtlantis, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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Samples: Merger Agreement (Biw LTD)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall will be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered delivered, in good faith, to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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No Liability. None of Parent, Merger Sub, the CompanyAquarion, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration or dividends from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
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Samples: Merger Agreement (Aquarion Co)
No Liability. None of the Company, Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person person in respect of any Merger Consideration from the Exchange Fund delivered paid to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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Samples: Merger Agreement (Betzdearborn Inc)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration Parent Shares from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent Agent, or any employee, officer, director, agent or affiliate thereof, shall be liable to any Person in respect of any Merger Consideration Retained Shares (or dividends or distributions with respect thereto), if applicable, or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
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Samples: Merger Agreement (Unilab Corp /De/)
No Liability. None of Parent, Merger Sub, the Company, the Surviving Corporation Entity or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLegal Requirements.
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