Theory of Liability definition
Theory of Liability shall have the meaning set forth in Section 4.5(b).
Theory of Liability means any claim, obligation, liability, cause of action, or proceeding (in each case, whether in contract or in tort, at law or in equity, or pursuant to law or equity) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement or any document referenced herein, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any other document referenced herein, including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single-business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. Upon payment of the Parent Termination Fee, none of Parent, Merger Sub or any Related Party of Parent will have any further liability or obligation to the Company relating to or arising out of this Agreement or the transactions contemplated hereby. No Debt Source Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding anything in this Agreement to the contrary, upon payment of the Parent Termination Fee, no Debt Source Party or any of its Related Parties will have any further liability or obligation to the Company or any of its Related Parties relating to or arising out of this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby; provided, that for the avoidance of doubt, nothing in this Section 8.06 shall in any way limit or modify the rights and obligations of Parent under the Debt Commitment Letter, the Definitive Debt Financing Agreements or the transactions contemplated hereby or thereby.
Theory of Liability means any Actions (in each case, whether in contract or in tort, at Law or in equity, or pursuant to Law) that are based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement, the Ancillary Agreements, the Transactions or the Financing Commitments, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement, the Ancillary Agreements or the Financing Commitments, including any representation or warranty made in, in connection with, or as an inducement to enter into, any of the foregoing and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise.
Examples of Theory of Liability in a sentence
No Person who is not a Party (including, without limitation, (i) any past, present or future: director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative (collectively “Affiliated Persons”) of any Party, and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in subclauses (i) and (ii), collectively “Non-Parties” and each, individually, a “Non-Party”)) shall have any liability or obligation under any Theory of Liability.
No Person who is not a Party (including, without limitation, (i) any past, present or future Affiliates of any Party, and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in subclauses (i) and (ii), collectively “Non-Parties” and each, individually, a “Non-Party”)) shall have any liability or obligation under any Theory of Liability.
More Definitions of Theory of Liability
Theory of Liability has the meaning set forth in Section 7.13(b).
Theory of Liability means any claims, obligations, Liabilities, causes of action, or proceedings (in each case, whether in contract or in tort, at Law or in equity) that may be based upon, arise out of, or related to, this Agreement, or the negotiation, execution, performance, termination or breach of this Agreement, including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories pertaining to alter ego, piercing the corporate veil, unjust enrichment, or any other similar theories. For the avoidance of doubt, this Section 8.2(e) shall not apply to the post-Closing adjustment contemplated by Section 2.4, the rights of the parties pursuant to Section 10.12, and any claims arising from or under any other Transaction Agreement in accordance with its express terms and otherwise permitted by this Agreement.
Theory of Liability means any claim, obligation, liability, cause of action, or proceeding (in each case, whether in contract or in tort, at law or in equity, or pursuant to law or equity) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement or any document referenced herein, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any other document referenced herein, including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single-business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. Upon payment of the Buyer Termination Fee, none of Buyer or any Related Person of Buyer will have any further liability or obligation to Sellers relating to or arising out of this Agreement or the Transactions other than for collection costs or expenses that Buyer requested the Sellers incur, and that Sellers actually incurred, in accordance with the terms of this Agreement. Upon payment of the Seller Termination Fee, none of Sellers nor any Related Person of Sellers will have any further liability or obligation to Buyer relating to or arising out of this Agreement or the Transactions other than for collection costs or expenses that Buyer requested the Sellers incur, and that Sellers actually incurred, in accordance with the terms of this Agreement. No Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature.
Theory of Liability means any claims, obligations, Liabilities, causes of action, or proceedings (in each case, whether in contract or in tort, at Law or in equity, or pursuant to Law) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner prior to the Closing to this Agreement (other than a breach of the Confidentiality Agreement), any Restructuring Agreement, any Ancillary Agreement or any Financing Commitment, or the negotiation, execution, performance, termination or breach of this Agreement, any Ancillary Agreement or any Financing Commitment, including any representation or warranty made in, in connection with, or an as inducement to enter into this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. The parties acknowledge and agree that in no event will Buyer be required to pay the Reverse Termination Fee on more than one occasion and in no event shall the Reverse Termination Fee be awarded if the Closing occurs.
Theory of Liability means any claims, obligations, liabilities, causes of action, actions or Proceedings (in each case, whether in contract or in tort, at law or in equity, or pursuant to law) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement or any other Ancillary Agreement (including the Debt Commitment Letter), or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any other Ancillary Agreement (including the Debt Commitment Letter), including any representation or warranty made in, or other oral or written information, statement or communication made or provided in connection with, or as an inducement to enter into, this Agreement or any other Ancillary Agreement (including the Debt Commitment Letter), and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. The parties acknowledge and agree that, notwithstanding anything expressed or implied in this Agreement or elsewhere, in no event shall (a) Purchaser be required to pay the Reverse Termination Fee on more than one occasion, (b) Purchaser be required to pay the Reverse Termination Fee and any amounts pursuant to the last sentence of Section 8.02 (other than with respect to the Surviving Provisions), or (c) both an award of specific performance pursuant to Section 12.14(b) be satisfied resulting in actual payment of the Purchase Price to Seller and the Reverse Termination Fee be paid.
Theory of Liability means any claim or cause of action (in each case, whether in contract or in tort, at law or in equity, or pursuant to Law) that may be based upon, in respect of, arise under, out or by reason of, be connected with or relate in any manner to, this Agreement or any Ancillary Agreement (excluding the Confidentiality Agreement), or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any Ancillary Agreement (excluding the Confidentiality Agreement), including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise.