Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD), Contingent Value Rights Agreement (Sesen Bio, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 17 contracts
Samples: Contingent Value Rights Agreement (Hanmi Financial Corp), Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Contingent Value Rights Agreement (Clinical Data Inc)
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 16 contracts
Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Value Rights Agreement (Ligand Pharmaceuticals Inc)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith or gross negligencewillful or intentional misconduct.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Dyax Corp), Contingent Value Rights Agreement (Shire PLC)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (each as determined by a judgment of a court of competent jurisdiction).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Contingent Value Rights Agreement (Chijet Motor Company, Inc.), Contingent Value Rights Agreement (HighPeak Energy, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages and regardless of the form of action.
Appears in 6 contracts
Samples: Contingent Value Rights Agreement (Indivior PLC), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Rights Agreement (Akouos, Inc.)
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Centessa Pharmaceuticals LTD), Contingent Value Rights Agreement (Forest Laboratories, LLC), Agreement and Plan of Merger (Forest Laboratories Inc)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection compliance with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Allos Therapeutics Inc), Contingent Value Rights Agreement (Talon Therapeutics, Inc.), Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its violation of law, willful misconduct, bad faith or gross negligencenegligence (as determined by a court of competent jurisdiction in a final and non-appealable judgment). No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductfraud, gross negligence, bad faith or gross negligencewillful or intentional misconduct.
Appears in 4 contracts
Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Contingent Equity Rights Agreement (Ready Capital Corp)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, fraud, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp), Contingent Value Rights Agreement (Ikonics Corp)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (in each case as determined by a final, non-appealable decision of a court of competent jurisdiction).
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/)
Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.), Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (Zogenix, Inc.)
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Omthera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Cellect Biotechnology Ltd.)
Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent or breach by the Rights Agent of this Agreement.
Appears in 3 contracts
Samples: Value Rights Agreement (Prosensa Holding N.V.), Contingent Value Rights Agreement (Biomarin Pharmaceutical Inc), Rights Agreement (Biomarin Pharmaceutical Inc)
Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful misconduct, bad faith or gross negligencenegligence of the Rights Agent (in each case as determined by a final non-appealable judgment of a court of competent jurisdiction).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, fraud, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement. All Parties shall be entitled to rely on any action by the Rights Agent as if such action is an action of the Holders.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Agreement and Plan of Merger (Pardes Biosciences, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (which willful misconduct, bad faith or gross negligence must be determined by a court of competent jurisdiction in a final and non-appealable judgment). No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Harmony Biosciences Holdings, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Ipsen, S.A.), Agreement and Plan of Merger (Albireo Pharma, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligencenegligence (in each case as determined by a final non-appealable judgment of a court of competent jurisdiction).
Appears in 2 contracts
Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.
Appears in 2 contracts
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Icosavax, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not failed to be taken by it in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.
Appears in 2 contracts
Samples: Rights Agreement (Rain Oncology Inc.), Agreement and Plan of Merger (Rain Oncology Inc.)
Certain Duties and Responsibilities. (a) The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement will require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Appears in 1 contract
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of arising from or in connection with its willful or intentional misconduct, bad faith or gross negligence.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith or gross negligence. No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. Notwithstanding anything contained herein to the contrary, the Rights Agent’s aggregate liability shall be limited as set forth in Section 5.2(f) below.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Leap Wireless International Inc)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith fraud or gross negligence.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Corium International, Inc.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, bad faith or gross negligencewillful or intentional misconduct (as finally adjudicated by a court of competent jurisdiction as provided in Section 6.5(b), evidenced by a final non-appealable order).
Appears in 1 contract
Samples: cases.primeclerk.com
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent such liability arises as a result of its the willful or intentional misconduct, bad faith or gross negligencenegligence of the Rights Agent.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Paratek Pharmaceuticals, Inc.)
Certain Duties and Responsibilities. (a) The Rights Agent will shall not have any liability for any actions taken or not taken in connection with this Agreement or for any other damages or causes of action arising from or related to the Agreement, except to the extent of its willful or intentional misconduct, bad faith faith, gross negligence or gross negligencefraud (in each case as determined by a court of competent jurisdiction).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful misconduct, bad faith faith, fraud or gross negligence.
Appears in 1 contract
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken, suffered or omitted to be taken or not taken by it in connection with this Agreement, except to the extent of its willful misconductbad faith, bad faith or gross negligence, fraud or willful misconduct (each as determined by a final non-appealable judgement of a court of competent jurisdiction).
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Concentra Merger Sub, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its fraud, willful misconduct, bad faith or gross negligencenegligence (each as determined by a judgment of a court of competent jurisdiction).
Appears in 1 contract
Samples: Business Combination Agreement (Direct Selling Acquisition Corp.)
Certain Duties and Responsibilities. The Rights Agent will shall not have any liability for any actions taken taken, suffered or not omitted to be taken in connection with this Agreement, except to the extent of its willful misconductgross negligence, fraud, bad faith faith, willful or gross negligenceintentional misconduct or willful breach by the Rights Agent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chinook Therapeutics, Inc.)
Certain Duties and Responsibilities. The Rights Agent will not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its bad faith, gross negligence, fraud or willful misconduct, bad faith or gross negligence.. Section 3.2
Appears in 1 contract
Samples: Jounce Therapeutics, Inc.
