SHAREHOLDER'S LIABILITY Sample Clauses

SHAREHOLDER'S LIABILITY. If, as and when there is distributed to L. S. Xxxxxx xxx Kellx X. Xxxxxxx ("Xhareholders") or their legal representatives or designees, as the sole shareholders of SELLER, BUYER's Common Stock pursuant to the Reorganization of SELLER as set forth in this Agreement, Shareholders shall be deemed to have assumed jointly and severally, subject to the limitations contained in Section 13.02, all obligations of SELLER under this Agreement to the same extent as the SELLER's obligation, provided however SHAREHOLDERS' aggregate liability under this Agreement shall not exceed the return of the unsold shares of BUYER's Common Stock and the proceeds, if any, received by SHAREHOLDERS in the event of the sale of all or part of such stock.
Sample 1
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SHAREHOLDER'S LIABILITY. Whether or not expressly stated, the representations and warranties, covenants, agreements, obligations and liabilities of the Shareholders pursuant to this Agreement shall be several but not joint, except for the representations and warranties, covenants, agreements, obligations and liabilities of the Xxxxxx Xxxxxxx Shareholders, which shall be joint and several as to the Xxxxxx Xxxxxxx Shareholders.
Sample 1
SHAREHOLDER'S LIABILITY. The general partner of the Company (associe commandite) is liable for all liabilities which cannot be paid out of the assets of the Company. The other shareholders (for the avoidance of doubt, not including the general partner), shall refrain from acting on behalf of the Company in any manner or capacity other than by exercising their rights as shareholders in general meetings and shall only be liable to the extent of their contributions to the Company.
Sample 1
SHAREHOLDER'S LIABILITY. The Shareholders shall not be liable under any judgment, decree or order of a court, or in any other manner for the debts or any other obligations or liabilities of the Company. The Shareholders shall be liable only to make their Capital Subscriptions and shall not be required to lend any funds to the Company or, after their Capital Subscriptions have been made to make any additional contributions, assessments or payments to the Company. The Directors shall have no personal liability for the repayment of any Capital Subscriptions of the Shareholders.
Sample 1
SHAREHOLDER'S LIABILITY. The Shareholders’ liability under this agreement is several and not joint (parziaria) and shall be calculated on a pro-rata basis in accordance with the Applicable Percentage, save in case that the liability is triggered by only one of the Shareholders, in which case such Shareholder shall be considered liable on an exclusive basis.
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SHAREHOLDER'S LIABILITY. At Closing, Republic shall use its reasonable best efforts to cause the Shareholder to be released from the Shareholder's guarantees of the Acquired Entity indebtedness listed on Schedule 3.
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SHAREHOLDER'S LIABILITY a). not to disclose to any other person any part of the confidential information (information contained in the addendum); b). not to disclose the contents of the confidential information without the prior written consent of Conpet, to his consultants (whose identity has been priory notified by Conpet) who must know the Confidential Information for being able to evaluate and advise the Shareholder on how to vote within OGMS in what concerns the Transaction; c). to make sure that the persons provided at letter b), to whom they disclose the Confidential Information are being informed (before disclosure) with regards to the clauses to this Agreement and, at the same time, he undertakes that these persons will respect these clauses, as if they themselves were part of this Agreement. The disclosure, by these persons, of the confidential information, incurs the personal liability of the Shareholder.
Sample 1
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Related to SHAREHOLDER'S LIABILITY

  • Seller’s Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • 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.

  • Advisor’s Liability The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

  • Contractor’s Liability By requiring insurance, the State and DCYF do not represent that the coverage and limits specified will be adequate to protect Contractor. Such coverage and limits shall not limit Contractor’s liability under the terms and conditions of this Contract.

  • Cross-Liability All required liability policies shall provide cross-liability coverage as would be achieve under the standard ISO separation of insureds clause.

  • Disclaimer of Shareholder and Trustee Liability The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund.

  • Employer’s Liability It is expressly agreed and understood that the Employer does not accept, nor is the Employer to be charged hereby with, any responsibility in any manner connected with the determination of liability to any employee claiming under any of the benefits extended by the Health and Welfare Fund. The Employer's liability shall be limited to the contributions indicated under Section 2 above.

  • Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

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