Personal Liability. This Agreement shall not create, be deemed to create, or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholder.
Appears in 3 contracts
Sources: Merger Agreement (Sito Mobile, Ltd.), Agreement and Plan of Merger (Carpenter Technology Corp), Merger Agreement (Carpenter Technology Corp)
Personal Liability. This Agreement shall not create, create or ------------------ be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 3 contracts
Sources: Preferred Shares Rights Agreement (Quickturn Design Systems Inc), Merger Agreement (Quickturn Design Systems Inc), Merger Agreement (Quickturn Design Systems Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a member or manager of the Seller or the Company, any direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Buyer or any Equityholder or (b) who is an officer, director, employee, agent authorized representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.), Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of the Company, Parent, Acquisition SubMerger Sub (other than Parent), the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or in any Equityholderparty hereto.
Appears in 2 contracts
Sources: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an member, member’s representative, manager, officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty hereto.
Appears in 2 contracts
Sources: Purchase Agreement (Energy & Power Solutions, Inc.), Purchase Agreement (Energy & Power Solutions, Inc.)
Personal Liability. This Except as explicitly set forth herein, this Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either party hereto.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Marriott International Inc /Md/)
Personal Liability. This Agreement shall not create, ------------------- create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 2 contracts
Sources: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability Liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parentthe Company, Parent or Acquisition Sub, the Representative Sub or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 2 contracts
Sources: Merger Agreement (Intrado Inc), Merger Agreement (West Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability Liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either party hereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Atara Biotherapeutics, Inc.), Asset Purchase Agreement (Marvell Technology Group LTD)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either the Buyer or the Seller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Ems Technologies Inc), Asset Purchase Agreement (Andrew Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parentany Parent Entity or the Company (other than Parent and Company), Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, manager, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderof them.
Appears in 2 contracts
Sources: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative or any Equityholder or (b) who is an officerstockholder, director, officer, employee, authorized representative or agent of Parent or representative of Parent, Acquisition Sub, the Representative or any EquityholderStockholder.
Appears in 2 contracts
Sources: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or Buyer or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parentany party hereto, Acquisition Sub, except in the Representative or any Equityholderevent of actual fraud by such Person.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Aeroflex Inc), Asset Purchase Agreement (Aeroflex Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation (whether in contract or tort) on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, Acquisition Subthe Sellers, the Representative Company or the Buyers or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty hereto, including, without limitation, liability for any alleged non-disclosure or misrepresentations made by any such Person.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Satelites Mexicanos Sa De Cv), Stock Purchase Agreement (EchoStar CORP)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or any Equityholder member of the Buyer or (b) who is an any manager, officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Merger Agreement (Uni Marts Inc)
Personal Liability. This Agreement shall not create, create or ------------------ be deemed to create, create or permit any personal liability or obligation Liability on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either Party.
Appears in 1 contract
Personal Liability. This Except as and to the extent expressly ------------------ provided elsewhere in this Agreement, this Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Merger Agreement (Virata Corp)
Personal Liability. This Agreement (including the provisions of Article XII) shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder, member, or partner of Parent, Acquisition Sub, the Representative Sellers or the Purchaser or any Equityholder or (b) who is an officer, director, manager, employee, agent agent, representative, or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Technical Institute Inc)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative Seller or Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty hereto.
Appears in 1 contract
Sources: Merger Agreement (TopBuild Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, Acquisition the Company or member of Parent or Merger Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent partner, manager, agent, representative, trustee or representative investor of Parent, Acquisition Sub, the Representative any party hereto or any Equityholderaffiliate thereof.
Appears in 1 contract
Sources: Merger Agreement (PDS Gaming Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, any Seller (other than another Seller in its capacity as a party hereto) or the Representative Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty.
Appears in 1 contract
Sources: Transaction Agreement (Allegion PLC)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative or any Equityholder or (b) who is an officerstockholder, director, officer, employee, authorized representative or agent or representative of Parent, Acquisition Sub, the Representative or any EquityholderBuyer.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholdereither party hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative Licensor or Licensee or any Equityholder or (b) who is an officer, director, employee, agent representative or representative investor of Parent, Acquisition Sub, the Representative or any EquityholderParty.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, or permit create any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder of Parent, Acquisition Sub, the Representative or any Equityholder or (b) who is an officerstockholder, director, officer, employee, authorized representative or agent of Buyer or representative of Parent, Acquisition Sub, the Representative or any EquityholderSeller.
Appears in 1 contract
Sources: Securities Purchase Agreement (Coca-Cola Consolidated, Inc.)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of ParentSeller, Acquisition Sub, the Representative Buyer or Parent or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of the Company or Parent or Acquisition (other than Parent, Acquisition Sub, in the Representative case of Acquisition) or any Equityholder or (b) who is an officer, director, employee, agent member, partner, manager, agent, representative, trustee or representative investor of Parent, Acquisition Sub, the Representative any party hereto or any Equityholderaffiliate thereof.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability Liability or obligation on the part of any Person direct or indirect equityholder of the Sellers (a) who except to the extent that any Seller is a direct or indirect equityholder of Parent, Acquisition Sub, another Seller) or the Representative Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation Liability on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either Party.
Appears in 1 contract
Sources: Asset Purchase Agreement
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Subthe Seller Group , the Representative Buyer or Buyer’s Parent or any Equityholder or (b) who is an officer, director, employee, agent or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Purchase Agreement (Kopin Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder or other equity owner of Parentthe Seller or the Purchaser, Acquisition Sub, the Representative or any Equityholder their respective officers, directors, employees, representatives or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestors.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto. Section 7.10.
Appears in 1 contract
Sources: Merger Agreement (Vantive Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Merger Agreement (Intel Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, Acquisition Sub, the Representative Seller or Buyer or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, any party hereto except for any liability arising out of the Representative intentional misrepresentation or willful misconduct of any Equityholderthereof or arising out of common law fraud.
Appears in 1 contract
Sources: Business Unit Purchase Agreement (Commtouch Software LTD)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect stockholder or equityholder of Parent, Acquisition Sub, the Representative Seller or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of the Seller, including in respect of a Shareholder Approval Termination or failure to obtain the Shareholder Consent, except in the case of fraud.
Appears in 1 contract
Sources: Share Purchase Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Personal Liability. This Except as and to the extent expressly ------------------ provided elsewhere in this Agreement, this Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder shareholder of Parent, Acquisition Sub, the Representative Parent or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Personal Liability. This Except as explicitly contemplated by this Agreement, this Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any Equityholderinvestor of either party hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, ------------------ create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of the Company or Parent or Acquisition (other than Parent, Acquisition Sub, in the Representative case of Acquisition) or any Equityholder or (b) who is an officer, director, employee, agent member, partner, manager, agent, representative, trustee or representative investor of Parent, Acquisition Sub, the Representative any party hereto or any Equityholderaffiliate thereof.
Appears in 1 contract
Personal Liability. This Agreement (including the provisions of Article XII) shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder, member or partner of Parent, Acquisition Sub, the Representative Seller or the Purchaser or any Equityholder or (b) who is an officer, director, manager, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Technical Institute Inc)
Personal Liability. This Agreement shall not create, create or be ------------------ deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, the Company or Parent or Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, the Representative or any Equityholderparty hereto.
Appears in 1 contract
Sources: Merger Agreement (Connectinc Com Co)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Seller or the Buyer or any Representative or any Equityholder investor of the Seller or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or any EquityholderBuyer.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Kimberly Clark Corp)
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder stockholder of Parent, Acquisition Sub, the Representative Seller or Buyer or any Equityholder or (b) who is an officer, director, employee, agent agent, representative or representative investor of Parentany party hereto, Acquisition Sub, except in the Representative event of actual fraud or any Equityholderwillful misconduct by such Person.
Appears in 1 contract
Personal Liability. This Except as otherwise specifically set forth herein, this Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of (i) any Person Affiliate of the Company or Parent, (aii) who is a any direct or indirect equityholder shareholder, partner or member of Parent, Acquisition Sub, any such Affiliate or the Representative Company or any Equityholder Parent or (biii) who is an any officer, manager, director, employee, agent agent, representative or representative investor of Parent, Acquisition Sub, any of the Representative foregoing or of any Equityholderother party hereto.
Appears in 1 contract
Personal Liability. This Agreement shall not create, create or be deemed to create, create or permit any personal liability or obligation on the part of any Person (a) who is a direct or indirect equityholder equity-holder of Parent, Acquisition Sub, the Representative Seller or the Buyer or any Equityholder or (b) who is an officer, director, employee, agent or representative of Parent, Acquisition Sub, the Representative or investor of any Equityholderparty, other than as provided in the Guarantee and the Equity Financing Commitment.
Appears in 1 contract
Sources: Stock Purchase Agreement (Jack in the Box Inc /New/)