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 or Parent or Acquisition or any officer, director, employee, agent, representative or investor of any party hereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quickturn Design Systems Inc), Stock Option Agreement (Quickturn Design Systems Inc), Agreement and Plan of Merger (Quickturn Design Systems Inc)
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 Parent, Acquisition Sub, the Company or Parent or Acquisition Representative or any Equityholder or (b) who is an officer, director, employee, agentagent or representative of Parent, representative Acquisition Sub, the Representative or investor of any party heretoEquityholder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sito Mobile, Ltd.), Agreement and Plan of Merger (Carpenter Technology Corp), Agreement and Plan of Merger (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 or Parent or Acquisition or any officerstockholder, director, officer, employee, agent, authorized representative or investor agent of any party heretothe Buyer.
Appears in 3 contracts
Samples: Master Investment Agreement (Vantiv, Inc.), Master Investment Agreement (Fifth Third Bancorp), Master Investment Agreement (Fifth Third Bancorp)
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 or Parent or Acquisition or any officer, director, employee, agent, representative or investor of any party hereto.
Appears in 3 contracts
Samples: Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp), Merger Agreement (Mi Subsidiary I 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 Seller or Parent or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party heretoparty.
Appears in 3 contracts
Samples: Equity Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Grifols SA), Asset Purchase Agreement (Hologic 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 Sellers, the Company or Parent or Acquisition the Buyers or any officer, director, employee, agent, representative Representative or investor of any party hereto, including, without limitation, liability for any alleged non-disclosure or misrepresentations made by any such Person.
Appears in 2 contracts
Samples: 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 or Parent or Acquisition or any officer, director, employee, agent, representative or investor of any party hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kforce Inc), Agreement and Plan of Merger (Hall Kinion & Associates 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 or Parent or Acquisition Buyer or any officer, director, employee, agent, authorized representative or investor of any party hereto.
Appears in 2 contracts
Samples: 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 Seller or Parent or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party heretoeither the Buyer or the Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Andrew Corp), Asset Purchase Agreement (Ems Technologies 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 any Parent Entity or the Company or (other than Parent or Acquisition and Company), or any officer, director, manager, employee, agent, representative or investor of any party heretoof them.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Isle of Capri Casinos 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 or Parent or Acquisition or any officerstockholder, director, officer, employee, agent, authorized representative or investor agent of any party heretoParent or Stockholder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EVERTEC, Inc.), Agreement and Plan of Merger (Popular 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 Licensor or Parent or Acquisition Licensee or any officer, director, employee, agent, representative or investor of any party heretoParty.
Appears in 1 contract
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 Sellers or Parent or Acquisition the Purchaser or any officer, director, manager, employee, agent, representative representative, or investor of any party hereto.
Appears in 1 contract
Samples: 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 or Parent or Acquisition (other than Parent, in the case of Acquisition) or any officer, director, employee, member, partner, manager, agent, representative representative, trustee or investor of any party heretohereto or any affiliate thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (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 of the Company or Parent or Acquisition (other than Parent, in the case of Acquisition) or any officer, director, employee, member, partner, manager, agent, representative representative, trustee or investor of any party heretohereto or any affiliate thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (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 of the Company or Parent or Acquisition or any officerstockholder, director, officer, employee, agent, authorized representative or investor agent of any party heretoBuyer.
Appears in 1 contract
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 or Parent or Acquisition Seller or any officer, director, employee, agent, representative Representative or investor of any party heretothe 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
Samples: 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 Liability on the part of any direct or indirect stockholder of the Company Seller or Parent or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party heretoeither Party.
Appears in 1 contract
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 or Parent or Acquisition or any officerstockholder, director, officer, employee, agent, authorized representative or investor agent of any party heretoBuyer or Seller.
Appears in 1 contract
Samples: 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 equityholder of the Company Seller or Parent or Acquisition Buyer or any officer, director, employee, agent, representative Representative or investor of any party hereto. [The remainder of this page is intentionally left blank.]
Appears in 1 contract
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 or Parent or Acquisition Company, Parent, Merger Sub (other than Parent), or any officer, director, employee, agent, representative or investor of or in any party hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harbin Electric, 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 Seller or Parent or Acquisition the Purchaser or any officer, director, manager, employee, agent, representative or investor of any party hereto.
Appears in 1 contract
Samples: 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 shareholder of the Company or member of Parent or Acquisition Merger Sub, or any officer, director, employee, partner, manager, agent, representative representative, trustee or investor of any party heretohereto or any affiliate thereof.
Appears in 1 contract
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 any Seller (other than another Seller in its capacity as a party hereto) or the Company or Parent or Acquisition Buyer or any officer, director, employee, agent, representative Representative or investor of any party heretoparty.
Appears in 1 contract
Samples: Transaction Agreement (Allegion PLC)
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 Seller or Parent or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party heretoparty, other than as provided in the Guarantee and the Equity Financing Commitment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jack in the Box Inc /New/)
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 or Parent or Acquisition or any officer, director, employee, agent, representative or investor of any party hereto. Section 7.10.
Appears in 1 contract
Personal Liability. This Agreement shall not create or be ------------------ be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of the Company or Parent or Acquisition or any officer, director, employee, agent, representative or investor of any party hereto.
Appears in 1 contract
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 Seller or Parent or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party hereto.
Appears in 1 contract
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 Seller or Parent or Acquisition Buyer or any officer, director, employee, agent, representative or investor of 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
Samples: 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 or Parent or Acquisition a Buyer or any officer, director, employee, agent, representative Representative or investor of any party Party hereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Armstrong Flooring, 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 equityholder of the Company Sellers (except to the extent that any Seller is a direct or Parent indirect equityholder of another Seller) or Acquisition the Buyer or any officer, director, employee, agent, representative Representative or investor of any party hereto.
Appears in 1 contract
