By Parent and Merger Sub. Parent and Merger Sub shall give prompt notice to the Company of any representation or warranty made by Parent or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of Parent or Merger Sub or the conditions to the obligations of the parties under this Agreement.
By Parent and Merger Sub. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that (i) each of the representations and warranties contained in Article 4 of the Original Merger Agreement is and continues to be true and correct as of the Amendment Effective Date (except for representations and warranties made as of a specified date, which were true and correct only as of the specified date), and (ii) neither Parent nor Merger Sub is aware of any facts, circumstances, events, conditions, actions or occurrences that it believes constitute or would reasonably be expected to constitute a breach of any representation, warranty, covenant or agreement of the Company in the Original Merger Agreement as amended by this Amendment, or that has had or would reasonably be expected to have a Catastrophic Material Adverse Effect.
By Parent and Merger Sub. Subject (as a condition subsequent) to the dismissal with prejudice of the Deal Related Litigation, each of Parent and Merger Sub, and each of their respective successors and assigns, shall forever release and discharge the Company and each of its respective successors and assigns (together with any present and former officers, directors, and other agents, representatives and advisors including any investment bankers, attorneys or accountants) (the "Company Releasees") from any and all claims, demands, liens, actions, suits, causes of action, obligations, controversies, debts, costs, attorneys' fees, expenses, damages, judgments, orders, and liabilities of whatever kind or nature at law, in equity, or otherwise, whether now known or unknown, suspected or unsuspected, liquidated or unliquidated, fixed or contingent and whether or not concealed or hidden (collectively, "Claims") relating to or arising out of (i) any action or failure to act or any misstatement or omission, in each case prior to the execution and delivery of this Agreement by the Parties, in actual or alleged violation of the Merger Agreement or the Voting Agreements or in actual or alleged breach of any duty or obligation in connection therewith or (ii) the termination of the Merger Agreement; provided, however, that nothing herein shall prevent or limit the enforcement of rights and obligations (x) under the Merger Agreement which by the terms of the Merger Agreement survive the termination of the Merger Agreement or (y) under this Agreement; and provided further that nothing herein shall be construed to release any of the Company Releasees from any Claim for breach of any provision of the Confidentiality Agreement which is intended to survive following an acquisition of the Company by a third party or any of the provisions of the Merger Agreement (other than Section 8.2(b)) which by the terms of Section 8.2 of the Merger Agreement survive termination of the Merger Agreement.
By Parent and Merger Sub. From and after the consummation of the Closing, subject to Section 9.1, Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company Members and their respective Affiliates and their respective Representatives, successors and permitted assigns (collectively, the “Equityholder Indemnified Parties”) from and against any Losses based upon, arising out of, resulting from, in connection with, or otherwise in respect of:
(i) the inaccuracy or breach, as of the date of this Agreement or the Closing Date, of any representation or warranty contained in or made pursuant to Article V or in the certificate delivered pursuant to Section 7.3(c), in each case, without giving effect to any materiality qualification (including qualifications indicating accuracy in all material respects) or “material adverse effect” qualification; and
(ii) the breach by Parent or Merger Sub of, or the failure by Parent or Merger Sub to perform, any of their respective covenants or agreements contained in this Agreement; provided, however, that:
By Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Company as follows:
By Parent and Merger Sub. As an inducement to the Company to enter into this Amendment, Parent and Merger Sub each represents and warrants to the Company that, as of the date hereof, there is no action, omission, event or condition whatsoever known to it that would cause the Board of Directors of Parent to in any way modify its recommendation to its shareholders with respect to the shares of the Parent issuable in connection with the Merger, nor is there any basis known to it to assert a right to terminate the Agreement pursuant to Section 6.1(b) thereof or to assert a nonfulfillment of the condition precedent contained in Section 5.3(a) thereof. Moreover, Parent and Merger Sub acknowledge that no representation or warranty is made by the Company with respect to any materials furnished by the Company to Parent or Merger Sub projecting or describing future financial results of the Company, that no representation or warranty is made by the Company with respect to any such future financial results and failure to achieve any particular earnings for the quarter ending March 31, 1996 would not have a Company Material Adverse Effect.
By Parent and Merger Sub. Subject to the terms and conditions of this Article VIII, Parent and Merger Sub, jointly and severally, hereby agree to indemnify and hold harmless each Shareholder and, prior to the Closing, the Company (hereinafter collectively, the "COMPANY INDEMNITEES") from and against all Claims asserted against, resulting to, imposed upon or incurred by any such Shareholder, directly or indirectly, by reason of, arising out of, or resulting from (a) the inaccuracy (as of the date hereof, the date referred to in the applicable representation or warranty and as of the Closing Date) or breach of any representation or warranty of Parent or Merger Sub contained in or made pursuant to this Agreement or any closing certificates delivered in connection therewith; provided, however, that for purposes of this Section 8.2 any qualification of a representation or warranty by reference to the materiality of matters stated therein shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof, or (b) the breach of any covenant or agreement of Parent or Merger Sub contained in this Agreement or any closing certificates delivered in connection therewith.
By Parent and Merger Sub. Subject to Section 9.3 below, ------------------------ Parent and Merger Sub hereby, jointly and severally, agree to indemnify and hold each of the Shareholders and the Affiliates and employees of each such Shareholder harmless from and against any and all Losses incurred by any of them as a result of (i) the failure of any representation or warranty made by Parent and/or Merger Sub in this Agreement to be true and correct as of the Closing Date or (ii) the breach by Parent and/or the Merger Sub of any of its covenants or agreements set forth in this Agreement.
By Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Company, as of the date hereof and at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date (except for such representations and warranties as are made only as of a specific date, which shall be made only as of such date), as follows:
