None of Buyer any Buyer Indemnitee or the Escrow Agent shall be responsible or liable for any acts or omissions of Seller Agent acting in Seller Agent’s capacity as such.
None of Buyer. Buyer Sub 1, Buyer Sub 2 or any of the Foreign Buyer Subs or any of their officers, directors or employees has employed any investment banker, broker or finder or incurred any Liability for any investment banking fees, brokerage fees, commissions or finders' fees in connection with the transactions contemplated by this Agreement for which DuPont or any Retained Subsidiary or, in the event the Closing does not occur, any Transferred Business Company, has or could have any Liability.
None of Buyer. Buyer Sub or the Company shall be liable to any Person in respect of any Adjusted Merger Consideration or Earn-out Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered (or a Lost Instrument Affidavit in respect of such Certificate has not been supplied pursuant to Section 2.3(d)) prior to one (1) year after the Effective Time (or immediately prior to such earlier date on which any Adjusted Merger Consideration would otherwise escheat to or become the property of any Governmental Authority), such Adjusted Merger Consideration and Earn-out Consideration shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
None of Buyer. Buyer Sub 1 or Buyer Sub 2 is in violation of any material law, regulation, or ordinance, or any other material requirement of any Governmental Authority, nor is it subject to any judgment, award, order, writ, injunction, arbitration, decision, or decree that would have a Material Adverse Effect on Buyer, Buyer Sub 1, or Buyer Sub 2 or on Buyer's ability to enter into this Agreement or the ability of Buyer, Buyer Sub 1 or Buyer Sub 2 to consummate the transactions contemplated hereby and perform its obligations hereunder. There is no claim, litigation, action, investigation, review or administrative, arbitral, or other proceeding or petition or complaint, or to the knowledge of Buyer, investigation before any court or Governmental Authority pending or, to the knowledge of Buyer, threatened against Buyer, Buyer Sub 1 or Buyer Sub 2, which seeks to enjoin or prohibit, or that otherwise would have a Material Adverse Effect on Buyer, Buyer Sub 1 or Buyer Sub 2 or any of their respective properties or assets or which impairs or seeks to enjoin or prohibit Buyer's ability to perform its obligations under this Agreement or the ability of Buyer, Buyer Sub 1 or Buyer Sub 2 to consummate the transactions contemplated hereby.
None of Buyer. Buyer Bank, Seller or Seller Bank shall be subject to any statute, rule, regulation, injunction or other order or decree which shall have been enacted, entered, promulgated or enforced by any governmental or judicial authority which prohibits, restricts or makes illegal completion of the Merger.
None of Buyer. Buyer Bank or any of their officers or trustees has employed any broker or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with any of the transactions contemplated by this Agreement, except that Buyer has engaged, and will pay a fee or commission to, Robert W. Baird & Co. in accordance with the terms of a letter agreemexx xxxxxxx Xxxxrt W. Baird & Co. and Buyer.
