For Parent Sample Clauses

For Parent. If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(e), and Parent’s right to specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Merger. Upon payment of the Company Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to any Parent Related Party relating to or arising out of this Agreement or the Merger (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(e), as applicable).
Sample 1Sample 2
For Parent. Frequency and purpose of social work and other agency contact
Sample 1
For Parent. In the event (A) the Company breaches any of its representations, warranties contained in Section 3, or any of its pre-Closing covenants contained in this Agreement, (B) there are any claims against the Company from any Company Securityholders relating to the Transactions (including through the exercise of appraisal rights), (C) of the occurrence of the matters disclosed on Section 8(b)(i)(C) of the Disclosure Schedule (“Non-Threshold Events”); (D) of the occurrence of the matters disclosed on Section 8(b)(i)(D) of the Disclosure Schedule (“Threshold Events”), and, provided that Parent makes a written claim for indemnification in accordance with Section 8(e) below within the Escrow Indemnity Period, then, subject to the limitations set forth in this Section 8, Parent, Subsidiaries and their respective employees, agents, directors and officers (the “Parent Indemnified Parties”) shall be indemnified and held harmless solely by the Escrow Fund, from and against any Losses they shall suffer caused by such breach or occurrences.
Sample 1
For Parent. If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee, as applicable, to the extent owed pursuant to Section 8.3(b), and the amounts described in Section 8.3(d), and Parent’s right to specific performance pursuant to Section 9.11 will be the sole and exclusive remedies of Parent and Acquisition Sub against (A) the Company; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, the Offer and the Merger. Upon payment of the Company Termination Fee and any applicable amount described in Section 8.3(d), none of the Company Related Parties will have any further monetary liability or obligation to Parent or Acquisition Sub relating to or arising out of this Agreement, the Offer or the Merger (except that the Company (or its Affiliates) will remain obligated with respect to, and Parent and Acquisition Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3, as applicable); provided, that nothing in this Section 8.3(e) shall relieve the Company from any liabilities or damages resulting from any fraud or willful and intentional breach of this Agreement prior to or in connection with such termination.
Sample 1

Related to For Parent

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department (ii) For commercial notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: …………

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Student and Parent Access Access by students or parents/guardians to the Provider’s programs or services governed by the DPA or to any Student Data stored by Provider shall not be conditioned upon agreement by the parents/guardians to waive any of the student data confidentiality restrictions or a lessening of any of the confidentiality or privacy requirements contained in this DPA.

  • Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

  • Company The term “

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Executive Management The Contractor agrees to have an executive management function with clear authority over all the administrative functions noted herein.

  • Information Management Information and Records

Most Referenced Clauses

Most Referenced Definitions