No Right of Indemnification or Contribution. No Seller has any right of indemnification or contribution against the Company with respect to any breach by the Sellers 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 any 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. Subject to the indemnification obligations of Purchaser in Section 7.2 hereof (in the event a Stockholder is a former or present director or officer of the Company), no Stockholder has any right of indemnification or contribution against the Company with respect to any breach by the Company or the Surviving Corporation 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.
No Right of Indemnification or Contribution. No Major Stockholder has any right of indemnification or contribution against the Company or the Surviving Corporation with respect to any breach by the Company, the Major Stockholders or the Surviving Corporation 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.
No Right of Indemnification or Contribution. No Contributor has any right of indemnification or contribution against the Company with respect to any breach by the Contributors 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 any Contributor 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. 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. No Seller will have any right of indemnification or contribution against the Acquired Company with respect to any breach by the Sellers or the Acquired 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 any Seller or the Acquired Company pursuant to this Agreement or any CHIDMS1/2982920.1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 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 Series G Holder has any right of indemnification, contribution or right of advancement from the Company, the Surviving Corporation or the Purchaser or any of their Affiliates with respect to any Losses claimed by a Purchaser Indemnified Party, 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. 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).
