No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 59 contracts
Samples: Agreement and Plan of Merger (Terremark Worldwide Inc.), Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc), Agreement and Plan of Merger (Quixote Corp)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Alere Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
No Liability. Notwithstanding any other provision of this Agreement to the contraryAgreement, none of Parent, the parties heretoMerger Sub, the Surviving Corporation Corporation, the Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 9 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Endurance Specialty Holdings LTD), Agreement and Plan of Merger (GasLog Ltd.), Agreement and Plan of Merger (Montpelier Re Holdings LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official any Governmental Authority pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (London Adam), Agreement and Plan of Merger (Trott Byron D), Agreement and Plan of Merger (Astra Space, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dynamex Inc), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Dynamex Inc)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, none of the parties heretoparties, the Surviving Corporation Company, or the Paying Agent shall be liable in any way whatsoever to any Person for Merger Consideration delivered to a public official or Governmental Authority pursuant to any applicable state, federal, or other abandoned property, escheat escheat, or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Corporation, any of their respective Affiliates or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Natrol Inc), Agreement and Plan of Merger (Nutra Acquisition CO Inc.), Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParties, the Surviving Corporation Entity or the Paying Agent shall be liable to any Person for any Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (GasLog Partners LP), Agreement and Plan of Merger (GasLog Ltd.), Agreement and Plan of Merger (GasLog Ltd.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration properly delivered to a public official pursuant to any applicable state, federal or other escheat, abandoned property, escheat property or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Regal Rexnord Corp), Agreement and Plan of Merger (Altra Industrial Motion Corp.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (American International Group Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the AHL Surviving Corporation Entity, the AGM Surviving Entity or the Paying Agent shall be liable to any Person for Merger Consideration or AGM Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Athene Holding LTD), Agreement and Plan of Merger (Apollo Global Management, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLG Partners, Inc.), Agreement and Plan of Merger (Sage Summit LP)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for any portion of the Aggregate Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NationsHealth, Inc.), Agreement and Plan of Merger (Opgen Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for the Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hartford Financial Services Group Inc/De), Agreement and Plan of Merger (Navigators Group Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Argo Group International Holdings, Ltd.), Agreement and Plan of Merger (Brookfield Reinsurance Ltd.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Corporation, any of their respective Affiliates or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement of Merger (New River Pharmaceuticals Inc), Agreement of Merger (Shire PLC)
No Liability. Notwithstanding any provision of this Agreement agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carbon Black, Inc.), Agreement and Plan of Merger (Vmware, Inc.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration that is required to be delivered to a public official pursuant to applicable Law, including any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoParties, the Surviving Corporation or the Paying Agent shall be liable to any Person for in respect of any Merger Consideration for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Exchange Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar LawLaws.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Entity or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buckeye Partners, L.P.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, nor the Surviving Corporation or the Paying Agent Corporation, shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration Option consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Track Innovations LTD)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none None of the parties heretoto this Agreement, the Paying Agent or the Surviving Corporation or the Paying Agent shall be liable to any Person for person in respect of any Merger Consideration or Option Shares Merger Consideration, as applicable, from the Payment Fund that is delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Icg Communications Inc /De/)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties heretohereto (which, for the avoidance of doubt, includes the Surviving Corporation or the Paying Agent Corporation) shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (B. Riley Principal Merger Corp.)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Per Share Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or other similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Darling International Inc)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary in this Agreement, none of the parties heretoPaying Agent, Acquirer, Merger Sub or the Surviving Corporation or the Paying Agent shall be liable to Company Securityholders for any Person for applicable Merger Consideration or any other amount due that was properly delivered to a public official pursuant to and in full compliance with any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atheros Communications Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties heretoparties, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Pacific Corp)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat escheat, Tax or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for the pro rata portion of the Merger Consideration under any Option or Award (“Option Consideration”) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Track Innovations LTD)
No Liability. Notwithstanding any provision of this Agreement Plan of Merger to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dover Motorsports Inc)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gelesis Holdings, Inc.)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties hereto, the Surviving Corporation Corporation, the Acquired Companies or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions, Inc.)
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, none of the parties heretoparties, the Surviving Corporation Company or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar Law.
Appears in 1 contract
No Liability. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, none of the parties heretohereto (which, for the avoidance of doubt, includes the Ultimate Surviving Corporation or the Paying Agent Company) shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law.
Appears in 1 contract
Samples: Registration Rights Agreement (B. Riley Principal Merger Corp. II)
No Liability. Notwithstanding any provision of this Agreement to the contrary, none of neither the parties hereto, the Surviving Corporation or nor the Paying Agent shall be liable to any Person for any portion of the Aggregate Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Appears in 1 contract
