Stockholder Liability. Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Directors, officers, employees, agents or stockholders individually, but are binding only upon the assets and property of the Fund.
Stockholder Liability. Under Maryland law, holders of our Common Stock will generally not be liable for our obligations solely as a result of their status as stockholders.
Stockholder Liability. As used in this paragraph 6.1 and subject to paragraph 6.1.2 below, the term "Stockholder Liability" means any losses, claims, damages or liabilities under the Act with respect to the registration
Stockholder Liability. Parent and Xxxxxx Sub agree that the Stockholder will not be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of the Stockholder’s obligations hereunder was also involved in such breach by the Company.
Stockholder Liability. The security interests granted pursuant hereto are granted as security only and shall not subject the Pledgee or any Bank to any obligation or liability of the Pledgor with respect to any of the Pledged Collateral or any transaction in connection therewith.
Stockholder Liability. As used in this paragraph 4.1, the term --------------------- "Stockholder Liability" means any losses, claims, damages or liabilities under the Securities Act with respect to the Registration Statement, including any preliminary Prospectus or final Prospectus and any amendments or supplements thereto, arising out of or based upon: (a) any untrue or alleged untrue statement of material fact contained therein; or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading.
Stockholder Liability. (a) Parent (on its behalf or on behalf of other Parent Indemnitees) shall be entitled to set off all or a portion of the Holdback Amount pursuant to and in accordance with this Section 9 against all or a portion of the Holdback Payment payable by Parent pursuant to this Agreement against Section 9.2 Damages and Section 9.3 Damages (the “Set-off Right”). Parent shall provide written notice (each, a “Set-off Notice”) to the Stockholders’ Representative of the amount proposed to be set off by Parent pursuant to the Set-off Right (the “Set-off Amount”), specifying in reasonable detail (based on information then possessed by Parent) the individual items of such Damages and the amount of Damages incurred with respect to each item, (or, in the case of Damages not yet incurred (a “Contingent Claim”), the maximum amount reasonably believed by Parent to be incurred). Prior to seeking indemnification directly against any Participating Holder, any Parent Indemnitee shall recover the amount of indemnification to which it may be entitled pursuant to Section 9 (whether or not involving a third party claim) initially by exercising the Set-off Right. The Set-off Right shall be the sole and exclusive remedy for Parent Indemnitees for indemnification for Section 9.2 Damages. If the indemnification claims of any Parent Indemnitees in respect of Section 9.3 Damages exceed the Set-off Amount (as such amount may be decreased pursuant to Section 9.5(b)), the Participating Holders shall, subject to Section 9.6(h), indemnify, severally and not jointly, the Parent Indemnitees for the balance of any Section 9.3 Damages. The liability of the Participating Holders shall be allocated pro rata based on their respective Securities Consideration Fractions. Once the indemnification obligations payable hereunder to the Parent Indemnitees shall have been determined by agreement with the Stockholders’ Representative or pursuant to Section 10.7, such determination shall be binding on all the Participating Holders. Following the Closing, no Participating Holder shall be entitled to contribution or any other payments from the Company or any Subsidiary for any indemnification obligations that such Participating Holder is obligated to pay hereunder. The Participating Holders shall pay their indemnification obligations to the Parent Indemnitees in cash.
Stockholder Liability. 28 10.5 CLAIM NOTICE.................................................28 10.6
Stockholder Liability. Anything to the contrary notwithstanding, at the Closing Southern and Xxxxx Trucking shall (i) forgive in full all obligations (including interest) owed to them by the Smiths up to a maximum of $320,000 (aggregating the forgiveness of both companies); and (ii) present evidence of the amount and form of such forgiveness to Buyer. It is understood by the parties that such forgiveness shall in no way be construed as a breach of the representations, warranties, comments, or agreements contained herein. In addition, the Smiths and the Selling Stockholder shall execute a full and final waiver and release of any and all claims against Southern and Xxxxx Trucking in substantially the form attached hereto as Exhibit E (the "Release").
Stockholder Liability. At the Closing, the Selling Stockholder shall retire in full all obligations (including interest) owed to the Company, regardless of whether such amounts are then due under applicable documents evidencing such indebtedness or whether evidenced in writing at all. The Selling Stockholder and Xxxxxxx Xxxxx shall execute a full and final waiver and release of any and all claims against the Company arising on or prior to the date hereof in a form satisfactory to Buyer. In addition, the Selling Stockholder shall use his best efforts to cause his family members to execute a full and final waiver and release of any and all claims arising on or prior to the date hereof against the Company in form satisfactory to Buyer. To the extent any such release is not obtained or is ineffective, the Selling Stockholder shall indemnify the Buyer for the full extent of any Loss.
