Parent and Acquisition Corp. OBLIGATIONS. The obligations of Parent and Acquisition Corp. under this Agreement and the Certificate of Merger are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by Parent.
Parent and Acquisition Corp. Obligations. The obligations of Parent and Acquisition Corp. under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by Parent.
Parent and Acquisition Corp. PARENT and ACQUISITION CORP. recognize and acknowledge that they had in the past and currently have access to certain confidential information of the COMPANY, such as operational policies, pricing and cost policies, and insurance costs that are valuable, special and unique assets of the COMPANY's business. PARENT and ACQUISITION CORP. agree that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, they will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such information becomes known to the public generally through no fault of PARENT or ACQUISITION CORP., (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), PARENT and ACQUISITION CORP. shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with the filing of the Registration Statement and the IPO and the securities laws applicable thereto and to the operation of PARENT as a publicly held entity after the IPO. In the event of a breach or threatened breach by PARENT or ACQUISITION CORP. of the provisions of this Section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining PARENT and ACQUISITION CORP. from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Parent and Acquisition Corp. Obligations. The obligations of the Company under this Agreement and the Certificate of Merger are subject to the fulfillment at or prior to the Closing of the conditions precedent specified in paragraph (f) of Section 7.1 hereof and the following additional conditions:
Parent and Acquisition Corp. 50 14.3 DAMAGES.........................................................51 14.4 SURVIVAL........................................................51
Parent and Acquisition Corp. OBLIGATIONS. The obligations of the Company under this Agreement and the Certificate of Merger are subject to the fulfillment at or prior to the Closing of the conditions precedent specified in paragraphs (g), (h) and (i) of Section 7.1 hereof and the following additional conditions:
(a) NO ERRORS, ETC. The representations and warranties of Parent and Acquisition Corp. under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.
Parent and Acquisition Corp. Obligations . The obligations of the Company under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions any of which may be waived in whole or in part by the Company:
(a) No Errors, etc. Each of the representations and warranties made by Parent and Acquisition Corp. contained in this Agreement that are qualified by materiality will be true and correct in all respects and all of the representations and warranties made by Parent and Acquisition Corp. contained in this Agreement that are not so qualified will be true and correct in all material respects, in each case, as if such representations or warranties were made on and as of the date of this Agreement and as of the Closing Date (except to the extent such representations and warranties speak as of a specific date or as of the date of this Agreement, in which case such representations and warranties will be so true and correct or so true and correct in all material respects, as the case may be, as of such specific date or as of the date of this Agreement, respectively).
Parent and Acquisition Corp may terminate this Agreement by giving written notice to the Company and Stockholder at any time prior to the Closing, if the Closing will not have occurred on or before July 31, 2006 (the “Expiration Date”), by reason of the failure of any condition precedent under Section 7 hereof (unless the failure results primarily from either Parent or Acquisition Corp. itself breaching any representation, warranty, or covenant contained in this Agreement); provided, however, if at July 31, 2006 the only condition precedent that remains unsatisfied under Section 7 is Section 7.2 as a result of the failure to have obtained consents and approvals required by state insurance authorities, then Parent and Acquisition Corp. agree that the Agreement shall not be terminated, and the Expiration Date shall be extended, until such consents or approvals are obtained.
Parent and Acquisition Corp hereby represent and warrant to the Company as follows:
(i) that Parent and Acquisition Corp. have full corporate power and authority to enter into this Agreement and, subject to obtaining the approvals referred to in this Agreement, to consummate the transactions contemplated by this Agreement; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Acquisition Corp.; and this Agreement has been duly executed and delivered by Parent and Acquisition Corp. and constitutes a valid and legally binding obligation of Parent and Acquisition Corp. enforceable in accordance with its terms.
(ii) The execution, delivery and performance of this Agreement does not and will not, and the consummation by Parent and Acquisition Corp. of any of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of or a default under, their articles or certificate of incorporation or by-laws, or the comparable governing instruments of any of their respective subsidiaries, or (ii) a breach or violation of or a default under, any material agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation of Parent or Acquisition Corp. or any of their respective subsidiaries (with or without the giving of notice, the lapse of time or both) or under any material law, rule, ordinance or regulation or material judgment, decree, order, award or governmental or non-governmental permit or license to which Parent or Acquisition Corp. or any of their respective subsidiaries is subject, in each case in a manner which would create a Company Material Adverse Effect.
Parent and Acquisition Corp acknowledge that the Company intends to pay employee bonuses at the Effective Time to employees who execute and deliver the documen tation described in Section 7.06(c) in amounts not to exceed (i) $60,000 for any single employee and (ii) $800,000 in the aggregate, and the parties hereto acknowledge that the payment of such bonuses shall not constitute a breach of any covenant or representation and warranty of the Company under this Agreement. Parent acknowledges that such bonuses will be funded out of cash made available to the Company by Parent no later than thirty days after the Effective Time.
