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. 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 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:
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 hereby represent and warrant to the Company as follows:
Parent and Acquisition Corp shall have performed and complied with all covenants, agreements and conditions contained herein required to be performed and complied with by it prior to or at the Effective Time, and Parent and Acquisition Corp. shall have certified to such effect to the Company in writing.
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 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.
Parent and Acquisition Corp agree that from the date hereof to the Closing Date, except as otherwise approved by the Company in writing, or as permitted or required by this Agreement, it will not:
