Breach by Parent Clause Samples
The 'Breach by Parent' clause defines the consequences and remedies available if a parent company fails to fulfill its obligations under an agreement. Typically, this clause applies when a parent company has provided guarantees or assurances for a subsidiary's performance, and it outlines the steps the other party can take if the parent breaches these commitments, such as seeking damages or terminating the contract. Its core function is to ensure accountability at the parent company level, providing recourse and protection for the non-breaching party in situations where the parent entity is responsible for a contractual failure.
Breach by Parent. Parent or Purchaser shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by Parent or Purchaser prior to the Outside Date or is not cured by the earlier of (x) fifteen (15) days following written notice to Parent or Purchaser by GFI of such breach or (y) the Outside Date and (B) such breach or failure has resulted or would reasonably be expected to result in the failure of Parent or Purchaser to consummate the Offer Closing in accordance with the terms of this Agreement; provided that GFI is not then in breach of any representation, warranty, covenant or agreement contained in this Agreement that would result in the failure of any condition set forth in Exhibit A to be satisfied; or
Breach by Parent. Parent or Merger Sub shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by Parent or Merger Sub prior to the Outside Date or is not cured by the earlier of (x) 30 days following written notice to Parent or Merger Sub by the Company of such breach or (y) the Outside Date and (B) would result in a failure of any condition set forth in Section 8.3(a) (Representations and Warranties) or Section 8.3(b) (Performance of Obligations of Parent and Merger Sub); provided, that the Company is not then in breach of this Agreement so as to cause any failure of any condition set forth in Section 8.2(a) (Representations and Warranties) or Section 8.2(b) (Performance of Obligations of the Company);
Breach by Parent. By the Company, if Parent or Merger Sub has breached or failed to perform any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Parent or Merger Sub has become untrue, in each case, such that the conditions set forth in Sections 8.1 or 8.3, as the case may be, could not be satisfied as of the Closing Date; provided, however, that the Company may not terminate this Agreement pursuant to this Section 9.1(c) unless any such breach, failure to perform or failure to be true has not been cured within thirty (30) days after written notice by the Company to Parent informing Parent of such breach, failure to perform or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the Outside Date; and provided, further, that the Company may not terminate this Agreement pursuant to this Section 9.1(c) if the Company is then in breach of this Agreement in any material respect.
Breach by Parent. Subject to Section 7.1(c), in the event Parent breaches any of its representations, warranties, and covenants contained in the Agreement or in any certificate or affidavit delivered by Parent at or prior to the Closing pursuant to this Agreement, and, provided that Recruiter makes a written claim for indemnification against Parent prior to the General Expiration Date, then Parent agrees to indemnify Recruiter, and its respective officers, directors, members, shareholders, managers, employees, representatives, successors and assign harmless from and against the entirety of any Adverse Consequences Recruiter may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to or caused by the breach by Parent in accordance with the procedure described in Section7.1(c). In the event Parent consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 7.1(b)(3). Section 7.1(b)(3) is intended for the irrevocable benefit of, and to grant third party rights to, Indemnified Parties and shall be binding on all successors and assigns of Parent. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 7.1(b)(3). The provisions of this Section 7.1(b) shall survive the Closing.
Breach by Parent. Parent shall pay the Parent Termination Fee to the Company, within two (2) Business Days after demand by the Company, if this Agreement is Terminated by the Company in accordance with Section 8.3(a) (Breach by Parent or Acquisition Sub).