No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 61 contracts
Samples: Merger Agreement (Lewis & Clark Ventures I, LP), Merger Agreement (RiverRoad Capital Partners, LLC), Merger Agreement (Sagrera Ricardo A.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 12 contracts
Samples: Merger Agreement (PhenomeX Inc.), Merger Agreement (Coupa Software Inc), Merger Agreement (Momentive Performance Materials Inc.)
No Liability. Notwithstanding any other provision of this Agreement to the contraryAgreement, none of Parent, the parties heretoMerger Sub, the Surviving Corporation Corporation, the Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 9 contracts
Samples: Merger Agreement (Delta Natural Gas Co Inc), Merger Agreement (Sagent Pharmaceuticals, Inc.), Merger Agreement (Questar Corp)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 7 contracts
Samples: Merger Agreement (Propertyguru Group LTD), Merger Agreement (GasLog Ltd.), Merger Agreement (OneBeacon Insurance Group, Ltd.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official any Governmental Authority pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 5 contracts
Samples: Merger Agreement (SherpaVentures Fund II, LP), Merger Agreement (Astra Space, Inc.), Merger Agreement (London Adam)
No Liability. Notwithstanding any other provision of this Agreement to the contraryAgreement, none of the parties heretoParent, US Parent, Merger Sub, the Surviving Corporation Corporation, the Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Avista Corp), Merger Agreement
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Appears in 4 contracts
Samples: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Dynamex Inc)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, none of the parties heretoparties, the Surviving Corporation Company, or the Paying Agent shall be liable in any way whatsoever to any Person for Merger Consideration delivered to a public official or Governmental Authority pursuant to any applicable state, federal, or other abandoned property, escheat escheat, or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (American International Group Inc), Merger Agreement (Validus Holdings LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParties, the Surviving Corporation Entity or the Paying Agent shall be liable to any Person for any Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement (GasLog Ltd.), Merger Agreement (GasLog Ltd.), Merger Agreement (GasLog Partners LP)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration properly delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Parent, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Corporation, any of their respective Affiliates or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Natrol Inc), Merger Agreement (Plethico Pharmaceuticals Ltd.), Merger Agreement (Nutra Acquisition CO Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for any portion of the Aggregate Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Opgen Inc), Merger Agreement (NationsHealth, Inc.)
No Liability. Notwithstanding any provision of this Agreement agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Brookfield Reinsurance Ltd.), Merger Agreement (Argo Group International Holdings, Ltd.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParent, Purchaser, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Corporation, any of their respective Affiliates or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (New River Pharmaceuticals Inc), Merger Agreement (Shire PLC)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for the Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Navigators Group Inc), Merger Agreement (Hartford Financial Services Group Inc/De)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration properly delivered to a public official pursuant to any applicable state, federal or other escheat, abandoned property, escheat property or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Regal Rexnord Corp), Merger Agreement (Altra Industrial Motion Corp.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the AHL Surviving Corporation Entity, the AGM Surviving Entity or the Paying Agent shall be liable to any Person for Merger Consideration or AGM Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Global Management, Inc.), Merger Agreement (Athene Holding LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Per Share Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, none of the parties heretoPaying Agent, Acquirer, Merger Sub or the Surviving Corporation or the Paying Agent shall be liable to Company Securityholders for any Person for applicable Merger Consideration or any other amount due that was properly delivered to a public official pursuant to and in full compliance with any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Xl Group LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat escheat, Tax or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Mc Shipping Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration that is required to be delivered to a public official pursuant to applicable Law, including any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Verenium Corp)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Exchange Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of neither the parties hereto, the Surviving Corporation or nor the Paying Agent shall be liable to any Person for any portion of the Aggregate Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Autoinfo Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Entity or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties hereto, the Surviving Corporation Corporation, the Acquired Companies or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Allscripts Healthcare Solutions, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParent, Merger Sub, the Surviving Corporation Corporation, the Company or any of their Affiliates or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Transaction Agreement (Vistra Corp.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Authentec Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, nor the Surviving Corporation or the Paying Agent Corporation, shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParties, the Surviving Corporation or the Paying Agent shall be liable to any Person for in respect of any Merger Consideration for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Merger Agreement (Energy East Corp)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties heretohereto (which, for the avoidance of doubt, includes the Ultimate Surviving Corporation or the Paying Agent Company) shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (B. Riley Principal Merger Corp. II)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none None of the parties heretoto this Agreement, the Paying Agent or the Surviving Corporation or the Paying Agent shall be liable to any Person for person in respect of any Merger Consideration or Option Shares Merger Consideration, as applicable, from the Payment Fund that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for the pro rata portion of the Merger Consideration under any Option or Award (“Option Consideration”) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties heretohereto (which, for the avoidance of doubt, includes the Surviving Corporation or the Paying Agent Corporation) shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement Plan of Merger to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
