OBLIGATIONS OF PARENT, HOLDCO AND MERGER SUB S TO INDEMNIFY Sample Clauses

OBLIGATIONS OF PARENT, HOLDCO AND MERGER SUB S TO INDEMNIFY. Subject to the terms of this Article 10, each of Parent, Holdco and Merger Sub S, jointly and severally, agrees to indemnify, defend and hold harmless the Sellers, their affiliates, and the respective directors, officers, shareholders, partners, employees, agents and each of them from and against all Losses (other than Parent Excluded Claims) they may suffer based upon, arising out of or otherwise in respect of (a) any breach of any representation or warranty made by or on behalf of the Parent, Holdco or Merger Sub S in Article 5 hereof or in the certificate delivered pursuant to Section 7.3.3; or (b) any breach or violation of any covenant or agreement made by or on behalf of Parent, Holdco or Merger Sub S in this Agreement or any documents delivered to the Sellers at the Closing hereunder. For all purposes of any claim for indemnification pursuant to this Section 10.2, all materiality and Material Adverse Effect qualifications or limitations shall be disregarded for purposes of determining whether there has been any breach or inaccuracy in any representation or warranty the subject of any such claim. Any indemnification by Parent, Holdco or Merger Sub S for any such breach or violation shall be in addition to and shall not be limited by any other amounts required to be paid to the Sellers under this Agreement.
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Related to OBLIGATIONS OF PARENT, HOLDCO AND MERGER SUB S TO INDEMNIFY

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

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