Common use of Obligations of Merger Sub Clause in Contracts

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).

Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement before and after the Effective Time, as applicable (including, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement).

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementFinancing Commitments.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby (including the Merger) upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the transactions contemplated by this Agreement, including the Merger and payment of any amounts payable hereunder, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with Section 228 of the DGCL and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall, and shall take all action necessary to cause Merger Sub and the Surviving Corporation to to, perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. The obligations and liability of Parent and Merger Sub will hereunder shall be jointly joint and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreementseveral.

Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to under this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform when due their respective obligations pursuant to under this Agreement and to consummate the Merger upon transactions contemplated by this Agreement, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon the terms and subject Agreement, including with respect to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for consummation of the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementMerger.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent Agreement and ensure that Merger Sub will be jointly and severally liable for Sub, prior to the failure by either of them Effective Time, shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to perform and discharge any of their respective covenants, agreements and its obligations pursuant to under this AgreementAgreement or the transactions contemplated hereby.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and and, with respect to Merger Sub, to consummate the Merger transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transaction upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to shall cause Merger Sub and the Surviving Corporation to perform and comply with each of their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions, including the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Closing, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and including the obligations hereunder to consummate the Offer, the Merger and the Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Immediately following the execution of this Agreement, Parent shall execute and deliver, in accordance with NRS 78.320 and in its capacity as the sole stockholder of Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenantsSub, agreements and obligations pursuant to a written consent adopting this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VII

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this AgreementAgreement prior to the Closing.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.ARTICLE VIII

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger upon on the terms and subject to the conditions set forth in this Agreement. Parent unconditionally guarantees the full and complete performance by Merger Sub will or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be jointly and severally liable with Merger Sub for any breach of any covenant or obligation of Merger Sub or the failure by either of them to perform and discharge any of their respective covenantsSurviving Corporation, agreements and obligations pursuant to as applicable, under this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Contemplated Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.59

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and and, after the Effective Time, the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either Table of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.Contents

Obligations of Merger Sub. Parent will shall take all action necessary to cause each of Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to cause Merger Sub to consummate the Merger Transactions, including the Offer, the Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and and, following the Effective Time, the Surviving Corporation Company to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in under this Agreement, the Financing Commitments and any Alternative Financing. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger upon and the Transactions on the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to under this Agreement and to consummate the Merger and other Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Proton Parent, Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent, Proton Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to under this Agreement and to consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to and in accordance with this Agreement.

Obligations of Merger Sub. Parent will shall take all action actions necessary to cause Merger Sub and the Surviving Corporation to perform their respective its obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, Parent and Merger Sub will shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger Merger, upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and (following the Effective Time) the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.

Obligations of Merger Sub. Parent will take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. Parent and Merger Sub will be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.. 80 6.13

Obligations of Merger Sub. Parent will shall take all action necessary to cause Merger Sub and the Surviving Corporation to perform their respective obligations pursuant to, and subject to the terms and conditions of, this Agreement and to consummate the Merger upon the terms and subject to the conditions set forth in this Agreement. The Parent and Merger Sub will Entities shall be jointly and severally liable for the failure by either of them to perform and discharge any of their respective covenants, agreements and obligations pursuant to this Agreement.