Liability of Stockholders. The holders of the capital stock of the Corporation shall not be personally liable for the payment of the Corporation's debts, and the private property of the holders of the capital stock of the Corporation shall not be subject to the payment of debts of the Corporation to any extent whatsoever.
Liability of Stockholders. Each participating Stockholder shall be liable to the Buyer only to the same extent as the Transferor with respect to representations and warranties regarding the Company or its business, on a several basis for each such Stockholder’s pro rata portion, provided that each such Stockholder’s liability with respect to such representations and warranties shall not exceed the value of the proceeds received by such Stockholder upon the consummation of the Transaction Offer and, provided further, that no Stockholder shall be required to make any other representations or warranties or to provide any indemnities in connection therewith other than with respect to title to the shares being conveyed.
Liability of Stockholders. Except as otherwise required by Law or as expressly set forth in the Charter or these Bylaws, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Stockholder or Director shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Stockholder or Director, whether to the Company, to any of the other Stockholders, to the creditors of the Company or to any other third Person.
Liability of Stockholders. 32 9. Survival ............................................................32
Liability of Stockholders. Notwithstanding anything to the contrary contained herein, in the event of a breach by the Company or any Stockholder, the Stockholders shall not have any personal liability hereunder, except in the event of actual fraud by any Stockholder; provided, however, that the Parent shall not be deemed to have waived or relinquished any of its rights or remedies against the Company and the Subsidiaries in accordance with the terms of this Agreement and applicable law.
Liability of Stockholders. No Investor shall, by reason of his, her or its ability to designate and cause the election of any member of the Board of Directors hereunder, or otherwise, be subject to any liability or obligation whatsoever with respect to the management and affairs of the Company or otherwise be or become responsible for any of the debts, liabilities or obligations of the Company. Neither any Investor nor any controlling person, officer, director, partner, agent or employee of any Investor (each an "Investor Agent") shall be liable to any other Investor or Investor Agent in connection with the rights and obligations of such Investor arising under this Agreement. [Signature Page Follows] The parties hereto have executed this Voting Agreement as of the date first written above. COMPANY: PETS.XXX, XXC. By: /s/ Julix Xxxxxxxxxx -------------------------------------- Name: Julix Xxxxxxxxxx ------------------------------------ Title: Chief Executive Officer ----------------------------------- Address: 945 Xxxxxx Xxxxxx San Francisco, CA 94103 PETSTORE: PETSXXXX.XXX, XXC. By: /s/ Josh Xxxxxx -------------------------------------- Name: Josh Xxxxxx ------------------------------------ Title: Chief Executive Officer ----------------------------------- Address: 1545 Xxxx Xxxxxx Xxxxxxxxxx, XX 00000 5 DISCOVERY: DISCXXXXX.XXX, XXC By: /s/ Michela English -------------------------------------- Name: Michela English ------------------------------------ Title: President and COO ----------------------------------- Address:
Liability of Stockholders. Notwithstanding anything contained in this Agreement to the contrary, the obligation of each of Xxxxxxx and Xxxxxx to indemnify UBI hereunder shall be several but not joint, with each of Xxxxxxx and Hunter being liable for a maximum amount equal to a fraction, the numerator of which shall equal the total portion of the Purchase Price that has then been received by each of Xxxxxxx or Xxxxxx, as the case may be, pursuant to Section 2 hereof and the denominator of which shall equal the total amount of the Purchase Price paid pursuant to Section 2 hereof that has then been received by all of the stockholders. Nothing contained in this provision shall effect the indemnification obligation of Habib, who shall be fully liable for any and all indemnification obligations owed by Stockholders to UBI hereunder.
Liability of Stockholders. The liability of the Stockholders for the representations, warranties, covenants and obligations contained in this Agreement shall be several and not joint.
Liability of Stockholders. For purposes of clarity, notwithstanding any provision set forth herein, the parties hereto agree that if the number of Escrow Shares issued in the name of a Stockholder together with the amount of Exchange Cash delivered in exchange for Escrow Shares issued in the name of such Stockholder is not sufficient to cover such Stockholder's liability of an Indemnification Claim, the Escrow Shares issued in the name of any other Stockholder and the amount of Exchange Cash delivered in exchange for Escrow Shares of such other Stockholder shall not be diminished or withheld in any manner as a result of such shortfall.
Liability of Stockholders. Each participating Debt Investor, Management Stockholder or Permitted Transferee shall be liable to the Investor Co-Sale Buyer only to same extent as the Investor with respect to indemnification, on a several basis for each such Debt Investor, Management Stockholder or Permitted Transferee's pro rata portion.
