No Right of Indemnification or Contribution. The Seller has no right of indemnification or contribution against the Company with respect to any breach by the Seller or the Company of any of their representations, warranties, statements, covenants or agreements contained in this Agreement, any Ancillary Agreement or in any certificate, instrument or other document delivered by or on behalf of the Seller or the Company pursuant to this Agreement or any Ancillary Agreement, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
No Right of Indemnification or Contribution. No Shareholder has any right of indemnification or contribution against the Company with respect to any breach by the Shareholders of any of their representations, warranties, covenants or agreements in this Agreement or any Related Agreements whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
No Right of Indemnification or Contribution. No Securityholder has any right of indemnification or contribution against the Company with respect to any breach by the Securityholders of any of their representations, warranties, covenants or agreements in this Agreement or any Ancillary Agreement, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
No Right of Indemnification or Contribution. No Seller Party has any right of indemnification or contribution against a Target Group Member with respect to any breach by any Seller Party or the Target Group Member of any of their representations, warranties, statements, covenants or agreements contained in this Agreement, the Disclosure schedules, any Ancillary Agreement or in any certificate, instrument or other document delivered by or on behalf of any Seller Party or the Target Group Member pursuant to this Agreement or any Ancillary Agreement, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
No Right of Indemnification or Contribution. 59 8.8 Exclusive Remedy 60 8.9 Release of Escrow Funds 60 8.10 Shareholder Representative 60 ARTICLE IX TAX MATTERS 61 9.1 Transfer Taxes 61 9.2 Tax Covenants 61 9.3 Assistance and Cooperation 62 9.4 Tax Sharing Agreement 62 9.5 Powers of Attorney 62 9.6 338(g) Election 62 ARTICLE X TERMINATION, AMENDMENT AND WAIVER 62 10.1 Termination 62 10.2 Effect of Termination 63 10.3 Amendment 63 10.4 Extension; Waiver 63 ARTICLE XI GENERAL PROVISIONS 63 11.1 Notices 63 11.2 Interpretation 64 11.3 Counterparts 64 11.4 Entire Agreement; Assignment 64 11.5 Severability 65 11.6 Other Remedies 65 11.7 No Third-Party Beneficiaries 65 11.8 Governing Law; Dispute Resolution 65 11.9 Rules of Construction 67 INDEX OF EXHIBITS & SCHEDULES Exhibit Description Exhibit A-1 Preliminary Payment Allocation Schedule Exhibit A-2 Reserved for Final Payment Allocation Schedule Exhibit B Form of Legal Opinion Schedule Description Schedule 1.1(a) Sample Company Reporting Standard Schedule 1.1(b) Specified Shareholders THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 21, 2011, by and among TALEO (UK) LIMITED, a company organized and existing under the laws of England and Wales with registered number 04881364 and having its registered office at 1st Floor, West Wing Davidson House, Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxxx, XX0 0XX (“Purchaser”), JOBPARTNERS LIMITED, a company organized and existing under the laws of England and Wales with registered number 06423428 and having its registered office at 0xx Xxxxx, 0 Xxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx, X0 0XX (the “Company”), each of the individuals and entities listed on the signature pages hereto as a “Shareholder” (each individually, a “Shareholder” and collectively, the “Shareholders”), and PARTECH INTERNATIONAL PARTNERS SAS, an entity organized and existing under the laws of France, solely in its capacity as the representative of the Shareholders (the “Shareholder Representative”).
No Right of Indemnification or Contribution. After the Closing, DigitalQuake shall have no liability to indemnify National or any Shareholder (other than National) on account of the breach of any representation or warranty or the nonfulfillment of any covenant or agreement of any Shareholder; and no Shareholder (other than National) shall have any right of contribution against DigitalQuake (unless such claim for contribution relates to a Liability of DigitalQuake existing at or arising after the Closing Date).
No Right of Indemnification or Contribution. After the Closing, except to the extent set forth in Section 5.2(d), Ai Metrix shall have no liability to indemnify any Ai Metrix Stockholder on account of the breach of any representation or warranty by Ai Metrix in this Agreement or in any other document or instrument delivered by Ai Metrix on the date hereof or at the Closing, the nonfulfillment of any covenant or agreement of Ai Metrix or any Ai Metrix Stockholder in this Agreement or in any other document or instrument delivered by Ai Metrix on the date hereof or at the Closing, or any fraud or willful misrepresentation of Ai Metrix arising out of this Agreement; and no Ai Metrix Stockholder shall have any right of contribution against Ai Metrix.
No Right of Indemnification or Contribution. Each of the Founders hereby agrees that he will not make any claim for indemnification against innoCOMM by reason of the fact that he was a director, officer, employee or agent of innoCOMM or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by National against such Founder (whether such action, suit, proceeding, complaint, claim or demand is pursuant to this Agreement, applicable law or otherwise). After the Closing, innoCOMM shall have no liability to indemnify National or any Shareholder on account of the breach of any representation or warranty or the nonfulfillment of any covenant or agreement of any Shareholder; and, except as set forth in Section 7.12, no Shareholder shall have any right of contribution against innoCOMM (unless such claim for contribution relates to a Liability of innoCOMM existing at or arising after the Closing Date and the existence of such Liability does not breach any of Founder's representations and warranties contained herein). ARTICLE XIII
No Right of Indemnification or Contribution. Except as specified in Section 10.2(b), no Effective Time Holder has any right of indemnification or contribution against any Acquired Company with respect to any breach by the Company or the Surviving Corporation of any of its representations, warranties, statements, covenants or agreements contained in this Agreement or any certificate delivered by or on behalf of the Company or the Surviving Corporation hereunder, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
No Right of Indemnification or Contribution. Neither of the Warrantors has any right of indemnification or contribution against any Subsidiary with respect to any breach by a Warrantor of any of its representations, warranties, covenants or agreements in this Agreement or any Ancillary Agreement, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
