Purchaser Parent Clause Samples
The 'Purchaser Parent' clause defines the entity that stands as the parent company or controlling party of the purchaser in a transaction. This clause typically identifies the Purchaser Parent by name and clarifies its role in relation to the purchaser, which may be a subsidiary or affiliate. By specifying the Purchaser Parent, the clause ensures that obligations, representations, or guarantees made by the purchaser can be linked to a larger, often more financially stable, entity. This provides assurance to the other party in the agreement regarding the purchaser's ability to fulfill its commitments and clarifies the chain of responsibility within corporate structures.
Purchaser Parent. Purchaser Parent is a Delaware corporation, having its principal place of business in Irvine, California.
Purchaser Parent. Purchaser Parent is executing this Agreement to guaranty, and hereby does guaranty, unconditionally and as a primary obligation, the due and punctual performance by Purchaser of Purchaser’s obligations under this Agreement, including (i) all of Purchaser’s obligations pursuant to Section 6.10. (ii) all of Purchaser’s payment obligations pursuant to Section 2.6 and Section 8.2 and (iii) in the event of a Specified Termination, Purchaser’s obligation to pay the Purchaser Termination Fee pursuant to Section 9.3 (and, in such circumstances, payment of the Purchaser Termination Fee shall be in full satisfaction of all obligations of Purchaser, Parent Purchaser and their respective Affiliates and Representatives, who shall thereafter have no liability to Seller Parent, either Seller or any of their respective Affiliates and Representatives, for monetary, injunctive or other relief of any kind as more fully provided in Section 9.3), and further agrees that it shall not be necessary to institute or exhaust remedies or causes of action against Purchaser as a condition of the obligations of Purchaser Parent pursuant to this provision. Purchaser Parent represents and warrants as of the date hereof and as of the Closing Date, those representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authority; Binding Effect), Section 5.3 (No Conflicts; Consents), Section 5.4 (Governmental Authorization), Section 5.5 (Financing) and Section 5.6 (Litigation), substituting as applicable, the term “Purchaser Parent” therein, mutatis mutandi, for references to the term “Purchaser”.
Purchaser Parent. Whenever this Agreement requires the Purchaser to take any action, such requirement shall be deemed to include an undertaking on the part of the Purchaser Parent to cause the Purchaser to take such action.
Purchaser Parent. Seller and Shareholder, as the case may be, will consult with one another before issuing any press release or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any such press release or make any such public statement prior to such consultation. This Section shall not apply where disclosure of information related to the transactions contemplated hereby is required by any applicable federal, state, municipal, administrative or other law, statute, rule, regulation, ordinance or other applicable restriction promulgated by a governmental authority. Where a party (or such party's representative) is required to so disclose, such party shall, as soon as possible in the circumstances, notify the other party of the requirement. Upon receiving such notification, the other party may take any reasonable action to challenge the requirement, and the affected party shall (or shall cause the applicable representative to), at the expense of the other party, assist the other party in taking such reasonable action. Notwithstanding the foregoing, the Purchaser hereby acknowledges and agrees that the Shareholder will have to file this Agreement, together with the exhibits and schedules thereto on the public record.
Purchaser Parent. Existence; Corporate Power. Purchaser Parent is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser Parent has all requisite power and authority to execute the Transaction Documents to which it is a party and to perform its obligations thereunder and to consummate the transactions contemplated thereby.
Purchaser Parent. Purchaser Parent shall cause, and agrees to take all action necessary to cause, Purchaser to comply in all respects with each of the representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by Purchaser in accordance with the terms of, and to give effect to any and all transactions contemplated by, this Agreement.