No Parent or Parent-Affiliate Liability for Allocations Sample Clauses

No Parent or Parent-Affiliate Liability for Allocations. No Acquired Entity or Subsidiary of an Acquired Entity, nor Rollover Holdco, Parent nor Parent Merger Sub, nor any of the respective Affiliates of the foregoing (other than the Holdings Pre-Closing Members), shall have any Liability to any Member (x) to the extent relating to any error in the Member Allocation Schedule attached hereto as Annex D (whether in respect of such Member’s Holdings Pre-Closing Percentage, Rollover Class A Investment Percentage, Rollover Class A Allocated Investment Percentage, Holdings Allocation Percentage or otherwise), (y) in the event of any error by the Member Representative in the calculation of amounts due to such Member or payable by such Member hereunder, or otherwise in respect of any decision, allocation or determination by the Member Representative (whether on behalf of itself, the Members, the Management Sellers, Rollover Holdco or the Acquired Entities with respect to payments, Liabilities or otherwise) or (z) with respect to Parent’s delivery of any consideration hereunder to the Member Representative in accordance with instructions by the Member Representative or the Members or Managers, or the allocation of payments in accordance with Annex D, or the allocation of Qualified MSG Stock or Qualified Successor Stock to Equityholders in accordance with instructions by the Member Representative. For the avoidance of doubt, payment to the Member Representative of any amount payable to it in accordance with the terms of (including the terms with respect to timing of payments under) this Agreement, payments made to any Member or the Member Representative in accordance with account wiring instructions delivered by the Member Representative or any Member, and the allocation of Qualified MSG Stock or Qualified Successor Stock to Equityholders in accordance with instructions by the Member Representative, shall be deemed to satisfy all obligations of Parent to make any part of such payment to any particular Member (or the Member Representative, as applicable). Notwithstanding anything to the contrary contained herein, the allocations and determinations by the Member Representative required to be made amongst the Members pursuant to this Agreement shall be made in the Member Representative’s sole discretion (without input from or Liability to Parent or any of its Affiliates, including from and after the consummation of the Closing, Rollover Holdco, any Acquired Entity or Subsidiary of an Acquired Entity), and all such allocation...
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Related to No Parent or Parent-Affiliate Liability for Allocations

  • Affiliate Liability (a) Each of the following is herein referred to as a “Company Affiliate”: (i) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (ii) any director, officer, employee or other Representative of (A) the Company, (B) the Company Manager or (C) any Person who controls the Company. To the fullest extent permitted by applicable Law, no Company Affiliate shall have any liability or obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation. 77

  • Liability of Shareholders Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

  • Personal Liability of Shareholders As provided by applicable law, no Shareholder of the Trust shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. The Shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to any Portfolio shall include a recitation limiting the obligation represented thereby to the Trust and its assets or to one or more Portfolios and the assets belonging thereto (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust or otherwise limit any benefits set forth in the Delaware Act that may be applicable to such Persons).

  • No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders No director, officer, employee, incorporator or stockholder of the Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Company or any Subsidiary Guarantor under this Indenture, the Notes or any Subsidiary Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Termination by Either Parent or the Company This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if:

  • Termination without Additional Company Liability (a) In the event that the Executive's employment with the Company shall terminate during the Employment Period on account of:

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

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