Common use of Personal Liability Clause in Contracts

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), or any officer, director, manager, employee, agent, representative or investor of or in any party hereto

Appears in 3 contracts

Sources: Merger Agreement (PNK Entertainment, Inc.), Merger Agreement (Ameristar Casinos Inc), Merger Agreement (Pinnacle Entertainment Inc.)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder equityholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party heretoParty.

Appears in 3 contracts

Sources: Interest Purchase Agreement, Interest Purchase Agreement (Avnet Inc), Interest Purchase Agreement (Tech Data Corp)

Personal Liability. This Agreement shall not create or create, 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 equityholder of the Company, Parent, Merger Sub (other than Parent)Acquisition Sub, the Representative or any Equityholder or (b) who is an officer, director, manager, employee, agentagent or representative of Parent, representative Acquisition Sub, the Representative or investor of or in any party heretoEquityholder.

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 or be ------------------ deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Company or Parent or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (NNG Inc), Agreement and Plan of Merger (Northrop Grumman Corp), Agreement and Plan of Merger (Northrop Grumman Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of either the Buyer or in any party heretothe Seller.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Ems Technologies Inc), Asset Purchase Agreement (Andrew Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of any Parent Entity or the Company, Parent, Merger Sub Company (other than ParentParent and Company), or any officer, director, manager, employee, agent, representative or investor of or in any party heretoof 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any member, member’s representative, manager, officer, director, manager, employee, agent, representative Representative or investor of or in any party hereto.

Appears in 2 contracts

Sources: Purchase Agreement (Energy & Power Solutions, Inc.), Purchase Agreement (Energy & Power Solutions, Inc.)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 2 contracts

Sources: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)

Personal Liability. This Except as explicitly set forth herein, this Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Company or Parent or Acquisition or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 2 contracts

Sources: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation (whether in contract or tort) on the part of any direct or indirect stockholder shareholder of the CompanySellers, Parent, Merger Sub (other than Parent), the Company or the Buyers or any officer, director, manager, employee, agent, representative Representative or investor of or in any party 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or Buyer or any officer, director, manager, employee, agent, representative or investor of or in any party hereto, except in the event 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 or be deemed to create or permit any personal liability or obligation on the part of any member or manager of the Seller or the Company, any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Buyer or any officer, director, manager, employee, agent, authorized representative or investor of or in any party 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), or any officerstockholder, director, managerofficer, employee, agent, authorized representative or investor agent of Parent or in any party heretoStockholder.

Appears in 2 contracts

Sources: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability Liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Parent or Acquisition Sub (other than Parent), or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 2 contracts

Sources: Merger Agreement (Intrado Inc), Merger Agreement (West Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability Liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder shareholder of the Company, Parent, Merger Sub (other than Parent), Seller or Buyer or any officer, director, manager, employee, agent, representative or investor of or in any party heretohereto except for any liability arising out of the intentional misrepresentation or willful misconduct of any thereof 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 or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or any member of the Buyer or any manager, officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Merger Agreement (Uni Marts Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder equityholder of the Company, Parent, Merger Sub any Seller (other than Parent), another Seller in its capacity as a party hereto) or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party heretoparty.

Appears in 1 contract

Sources: Transaction Agreement (Allegion PLC)

Personal Liability. This Agreement shall not create or ------------------ be deemed to create or permit any personal liability or obligation Liability on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party heretoeither Party.

Appears in 1 contract

Sources: Asset Purchase Agreement (Solutia Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder equity-holder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or any party, other than as provided in any party heretothe Guarantee and the Equity Financing Commitment.

Appears in 1 contract

Sources: Stock Purchase Agreement (Jack in the Box Inc /New/)

Personal Liability. This Except as expressly set forth herein with respect to the Shareholders, this Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct Shareholder or indirect stockholder of the Company, Parent, Merger Parent or Acquisition Sub (other than Parent), or any officer, director, manager, employee, agent, stockholder, shareholder, representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Merger Agreement (Cadence Design Systems Inc)

Personal Liability. This Except as expressly provided for herein, this Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder or equityholder of any Seller or any Blocker or the Company, Parent, Merger Sub (other than Parent), Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Securities Purchase Agreement (Mattress Firm Holding Corp.)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder or equityholder of the Company, Parent, Merger Sub (other than Parent), Seller or any officer, director, manager, employee, agent, representative Representative or investor of the Seller, including in respect of a Shareholder Approval Termination or failure to obtain the Shareholder Consent, except in any party heretothe case of fraud.

Appears in 1 contract

Sources: Share Purchase Agreement (Stratus Technologies Bermuda Holdings Ltd.)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder equityholder of the Company, Parent, Merger Sub (other than Parent), Seller or Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Merger Agreement (TopBuild Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder shareholder of the Company, Parent, Company or member of Parent or Merger Sub (other than Parent)Sub, or any officer, director, employee, partner, manager, employee, agent, representative representative, trustee or investor of or in any party heretohereto or any affiliate thereof.

Appears in 1 contract

Sources: Merger Agreement (PDS Gaming Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability Liability or obligation on the part of any direct or indirect stockholder equityholder of the Company, Parent, Merger Sub Sellers (other than Parent), except to the extent that any Seller is a direct or indirect equityholder of another Seller) or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Hormel Foods Corp /De/)

Personal Liability. This Except as otherwise specifically set forth herein, this Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of (i) any Affiliate of the Company or Parent, (ii) any direct or indirect stockholder shareholder, partner or member of any such Affiliate or the Company, Parent, Merger Sub Company or Parent or (other than Parent), or iii) any officer, manager, director, manager, employee, agent, representative or investor of any of the foregoing or in of any other party hereto.

Appears in 1 contract

Sources: Merger Agreement (Cannae Holdings, Inc.)

Personal Liability. This Agreement (including the provisions of Article XII) shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder stockholder, member, or partner of the Company, Parent, Merger Sub (other than Parent), Sellers or the Purchaser or any officer, director, manager, employee, agent, representative representative, or investor of or in any party hereto.

Appears in 1 contract

Sources: Stock Purchase Agreement (Universal Technical Institute Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Seller or Buyer or any officer, director, manager, employee, agent, representative or investor of or in any party hereto, except in the event of actual fraud or willful misconduct by such Person.

Appears in 1 contract

Sources: Stock Purchase Agreement (Aeroflex Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Company or Parent or Acquisition or any officer, director, manager, employee, agent, representative or investor of or in any party hereto. Section 7.10.

Appears in 1 contract

Sources: Merger Agreement (Vantive Corp)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the CompanySeller, Parent, Merger Sub (other than Parent), Buyer or Parent or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (Special Devices Inc /De)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), or any officerstockholder, director, managerofficer, employee, agent, authorized representative or investor agent of Buyer or in any party heretoSeller.

Appears in 1 contract

Sources: Securities Purchase Agreement (Coca-Cola Consolidated, Inc.)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder shareholder of the Company, Parent, Merger Sub (other than Parent), Seller or the Buyer or any officer, director, manager, employee, agent, representative Representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Share and Asset Purchase Agreement (Solutia Inc)

Personal Liability. This Agreement shall not create or be ------------------ deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub (other than Parent), Company or Parent or Acquisition or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Merger Agreement (Connectinc Com Co)

Personal Liability. This Agreement shall not ------------------ create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub Company or Parent or Acquisition (other than Parent), in the case of Acquisition) or any officer, director, employee, member, partner, manager, employee, agent, representative representative, trustee or investor of or in any party heretohereto or any affiliate thereof.

Appears in 1 contract

Sources: Merger Agreement (Herbalife International Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder equityholder of the Company, Parent, Merger Sub (other than Parent), Licensor or Licensee or any officer, director, manager, employee, agent, representative or investor of or in any party heretoParty.

Appears in 1 contract

Sources: Intellectual Property License (Hologic Inc)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company, Parent, Merger Sub Company or Parent or Acquisition (other than Parent), in the case of Acquisition) or any officer, director, employee, member, partner, manager, employee, agent, representative representative, trustee or investor of or in any party heretohereto or any affiliate thereof.

Appears in 1 contract

Sources: Merger Agreement (Wh Holdings Cayman Islands LTD)

Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder shareholder of the Company, Parent, Merger Sub (other than Parent), Company or Parent or Acquisition or any officer, director, manager, employee, agent, representative or investor of or in any party hereto.

Appears in 1 contract

Sources: Merger Agreement (Intel Corp)