No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 46 contracts
Samples: Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Amera Link Inc), Agreement and Plan of Merger (Amera Link Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 13 contracts
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Netgravity Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 11 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Netcentives Inc), Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Reorganization (Multex Com Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawApplicable Legal Requirement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Splunk Inc), Agreement and Plan of Merger (Cisco Systems, Inc.), Original Agreement (Acacia Communications, Inc.)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Cacheflow Inc), Shareholder Agreement (Digital Island Inc), Shareholder Agreement (Digital Island Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Reorganization (Sigmatel Inc), Agreement and Plan of Merger (Halo Technology Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person or entity for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Factual Data Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Merger (Plumtree Software Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Information Technology Ventures Lp/Ca), Agreement and Plan of Reorganization (Iprint Com Inc), Agreement and Plan of Reorganization (Farros Royal)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.02, none of the Exchange Agent, Parent, the Surviving Corporation or nor any other party hereto shall be liable to any person in respect of any Merger Consideration for any amount properly paid delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Hannaford Brothers Co), Agreement and Plan of Merger (Snyder Communications Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Quantum Corp /De/), Shareholder Agreement (Phone Com Inc), Agreement and Plan of Reorganization (Avant Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.02, none of the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person for Person in respect of any amount properly paid shares of Parent Common Stock or cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Stockholder Agreement (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Paying Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Colt Defense LLC), Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (US Oncology Holdings, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Company nor any party hereto shall be liable to any person a holder of Company Ordinary Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Zygo Corp), Agreement and Plan of Reorganization (Virage Logic Corp), Agreement and Plan of Reorganization (Bio Technology General Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Paying Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virage Logic Corp), Agreement and Plan of Merger (Synplicity Inc), Agreement and Plan of Merger (Digital Insight Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Network Appliance Inc), Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of Reorganization (Cisco Systems Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.5, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. "Person" herein shall mean any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any Governmental Authority.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cray Inc), Agreement and Plan of Reorganization (PLX Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Buyer, any party hereto or any of their respective Affiliates shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawlaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verisk Analytics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7SECTION 1.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubrandit Com), Agreement and Plan of Merger (Power One Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Authorize.Net Holdings, Inc.), Agreement and Plan of Reorganization (Cybersource Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Holder of a Certificate for any amount properly Convertible Notes or cash paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicinova Inc), Agreement and Plan of Merger (Avigen Inc \De)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Com Inc), Agreement and Plan of Merger and Reorganization (Micrel Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Photo Control Corp), Agreement and Plan of Merger (Vitalcom Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, Parent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Clear System Recycling, Inc.), Agreement and Plan of Merger and Reorganization (Clear System Recycling, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a holder of Certificates for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cap Gemini Sa), Agreement and Plan of Merger (Kanbay International Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7ARTICLE II, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Ethanol, LLC), Agreement and Plan of Merger (US BioEnergy CORP)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc), Agreement and Plan of Merger and Reorganization (Novellus Systems Inc)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.72.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De), Agreement and Plan of Reorganization (Ariba Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.78.2, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covad Communications Group Inc), Agreement and Plan of Merger (Covad Communications Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cisco Systems Inc), Agreement and Plan of Merger (Scientific Atlanta Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation Company or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in accordance with the applicable provisions of any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (Saba Software Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation Axxxxx, DMK or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLegal Requirement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.. 1.9
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Avant Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.12, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Omega Surviving Corporation or the Online Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Acquiror, the Surviving Corporation or any party hereto shall be liable to any person Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Merger Agreement (Aptalis Holdings Inc.), Merger Agreement (Aptalis Pharma Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 2 contracts
Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Agreement and Plan of Merger (SCG Financial Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Canaan Equity L P), Agreement of Merger (Avant Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.77.2, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of ADSs or Company Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Smartforce Public LTD Co)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.6, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.72.12, none of the Exchange Agent, the Surviving Corporation or any party Party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Investors Real Estate Trust)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.72.11, none of the Exchange Agent, the Surviving Corporation Visigenic or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Visigenic Software Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be {A0041438.DOC} liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Simex Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Operating Agreement (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.3, none of the Exchange Agent, the Surviving Corporation or any party hereto shall will be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ethos Environmental, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PLX Technology Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, the Surviving Corporation or Corporation, Parent, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of the Exchange Agent, PMR, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7y2.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nayna Networks, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Section, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Invvision Capital Inc)
No Liability. Notwithstanding anything to the contrary in ------------ this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any ----------- party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary ------------ in this Section 1.7, none of the Exchange Agent, Parent, the Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Initial Surviving Corporation Corporation, the Surviving Company, Parent or any of its Affiliates or any party hereto shall be liable to any person for Person in respect of any amount properly paid cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Juno Therapeutics, Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Acquirer or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.8, none of the Exchange Agent, Parent, the Interim Surviving Corporation Corporation, the Final Surviving Entity or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to in compliance with any applicable abandoned property, escheat or similar law.Law
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Citrix Systems Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.9, none of neither the Exchange Agent, the Surviving Corporation or nor any party hereto shall be liable to any person a Company Securityholder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.7F of Article IV, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Acquiror or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Wireless Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.3, none of Acquiror, the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto of their respective Representatives shall be liable to any person Person for any amount properly paid or surrendered to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Elastic N.V.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7Article II, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official any Governmental Entity pursuant to any applicable abandoned property, escheat or similar lawLegal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.73.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person a holder of Parent Securities or Company Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of neither the Exchange Agent, the Surviving Corporation or Entity nor any party hereto shall be liable to any person a holder of Membership Interests for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section ------------ 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.75.17, none of the Exchange Agent, the Surviving Corporation or Entity, Parent nor any other party hereto shall be liable to any person a holder of Company Units for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
Samples: Operating Agreement (Global Partner Acquisition Corp.)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.9, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Surviving Corporation Entity or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Concur Technologies Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, Stratagene, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hycor Biomedical Inc /De/)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.14, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspect Telecommunications Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.8, none of neither the Exchange Agent, the Surviving Corporation or Corporation, nor any party hereto shall be liable to any person a Company Holder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.10, none of the Exchange Agent, the Acquiror, Sub, the Surviving Corporation Corporation, the Subsidiaries or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.5, none of the Exchange Agent, the Surviving Corporation or Company, RSOL, any party hereto or any of their respective Affiliates shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.)
No Liability. Notwithstanding anything to the contrary in this ------------ Section 1.71.10, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Synbiotics Corp)
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, Parent, the Surviving Corporation Company or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.72.7, none of neither the Exchange Agent, the Surviving Corporation or Agent nor any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaw.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.73.03, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.71.11, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7Xxxxxxx 0, none xxxx of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar lawLaws.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this ------------- Section 1.7, none of the Exchange Agent, the Parent, Surviving Corporation or any other party hereto shall be liable to any person Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cardiotech International Inc)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Corporation, Parent or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. “Person” herein shall mean any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any Governmental Authority.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Dairy Fresh Farms Inc.)
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to and in compliance with any applicable abandoned property, escheat or similar law.
Appears in 1 contract
No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, the Surviving Corporation Company or any party hereto shall be liable to any person a holder of Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Plains Renewable Energy, Inc.)
