Common use of No Contribution Clause in Contracts

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 6 contracts

Samples: Noncompetition Agreement (Castelle \Ca\), Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger and Reorganization (Eloquent Inc)

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No Contribution. Each Designated Shareholder of the Shareholders waives, and acknowledges and agrees that he none of them shall not have and or shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to for which he or she may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateCertificates.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Long Terry J), Agreement and Plan of Merger and Reorganization (Display Technologies Inc), Agreement and Plan of Merger and Reorganization (Papais Lou A)

No Contribution. Each Designated Shareholder Stockholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/), Agreement and Plan of Merger and Reorganization (I Many Inc)

No Contribution. Each Designated Shareholder hereby waives, and acknowledges and agrees that he such Holder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Parent or the Company in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateEscrow Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Media 100 Inc), Agreement and Plan of Merger and Reorganization (Medibuy Com Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification actual or alleged inaccuracy in or other Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 2 contracts

Samples: Escrow Agreement (Puma Technology Inc), Registration Rights Agreement (Puma Technology Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Rogue Wave Software Inc /Or/), Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Target Company in connection with any indemnification obligation or any other liability Liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Surge Global Energy, Inc.)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Insider Shareholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Titan Corp)

No Contribution. Each Designated The Shareholder hereby waives, and acknowledges and agrees that he the Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, contribution or right of indemnity against the Company or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability payments which the Shareholder is required to which he may become subject make under or in connection with this Agreement or the Designated Shareholders' Closing CertificateArticle XII.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement Agreement, the Company Closing Certificate or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca)

No Contribution. Each Designated Shareholder waives, and acknowledges ---------------- and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Jetfax Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation Company in connection with any indemnification Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Silicon Storage Technology Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sbe Inc)

No Contribution. Each Designated Shareholder Principal Stockholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated ShareholdersStockholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Women Com Networks Inc)

No Contribution. Each Designated Indemnifying Shareholder waives, and acknowledges and agrees that he such Indemnifying Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Indemnifying Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.Agreement. 9.6

Appears in 1 contract

Samples: Shareholder Agreement (Caere Corp)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not have, exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to for which it or he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateCertificates.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Zamba Corp)

No Contribution. Each Designated The Sole Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation as successor in interest to the Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Company and Sole Shareholder Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital River Inc /De)

No Contribution. Each Designated Shareholder waivesThe Shareholders waive, and acknowledges acknowledge and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Digitalthink Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.with

Appears in 1 contract

Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)

No Contribution. Each Designated Shareholder waivesThe Shareholders waive, and acknowledges acknowledge and agrees agree that he they shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he they may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateContemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ebay Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Validity in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.connection

Appears in 1 contract

Samples: Stock Purchase Agreement (Titan Corp)

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No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation Company in connection with any indemnification actual or alleged Breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing Certificate.Agreement. 4.6

Appears in 1 contract

Samples: Share Purchase Agreement (Dionex Corp /De)

No Contribution. Each Designated Shareholder Indemnitor waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against Subsidiary or the Surviving Corporation Company in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or any agreement or instrument furnished or to be furnished to Parent or in connection with the Designated Shareholders' Closing Certificatetransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emtec Inc/Nj)

No Contribution. Each Designated of the Shareholder Indemnified Persons waives, and acknowledges and agrees that he he, she or it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation or Parent or any of their Affiliates in connection with any indemnification obligation or any other liability to which he he, she or it may become subject under or in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackboard Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with Section 8 of this Agreement as a result of the breach by such Shareholder of any of the representations, warranties, covenants or the Designated Shareholders' Closing Certificateagreements of such Shareholder contained herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Placeware Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, contribution or right of indemnity or any other right or remedy against the Surviving Corporation Shareholders in connection with any indemnification obligation or any other liability to which he such Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificatetransactions contemplated hereby.

Appears in 1 contract

Samples: Employment Agreement (Computone Corporation)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated ShareholdersOfficers' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against any of the Surviving Corporation Companies in connection with any indemnification obligation actual or alleged Breach of any other liability to which he may become subject under representation, warranty or covenant set forth in connection with this Agreement or the Designated Shareholders' Closing Certificate.Agreement. 4.6

Appears in 1 contract

Samples: Stock Purchase Agreement (Dionex Corp /De)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he such Designated Shareholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he such Designated Shareholder may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FVC Com Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification actual or alleged inaccuracy in or breach of any representation, warranty, covenant or obligation or any other liability to which he may become subject under or set forth in connection with this Agreement or the Designated Shareholders' Closing CertificateAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)

No Contribution. Each Designated Company Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholdersofficers' Closing Certificateclosing certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc)

No Contribution. Each Designated Shareholder Stockholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated ShareholdersStockholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Titan Corp)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.Agreement. 8.8

Appears in 1 contract

Samples: Exhibit 2 (Alliedsignal Inc)

No Contribution. Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Parent or Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.Closing

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Invision Technologies Inc)

No Contribution. Each Designated Shareholder Stockholder waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement Agreement, the Company's Closing Certificate or the Designated ShareholdersStockholders' Closing Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)

No Contribution. Each Non-Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Company Closing Certificate.

Appears in 1 contract

Samples: 3 Shareholders' Agreement (Clarent Corp/Ca)

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