Reliance by Parent Sample Clauses
The 'Reliance by Parent' clause establishes that the parent company is entitled to rely on certain representations, warranties, or information provided by another party, typically a subsidiary or counterparty. In practice, this means the parent company can make decisions or enter into agreements based on the accuracy and completeness of the information received, without needing to independently verify every detail. This clause is crucial for allocating responsibility and risk, as it clarifies that the parent company is protected if it acts in good faith on the information provided, thereby ensuring trust and efficiency in corporate transactions.
Reliance by Parent. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.
Reliance by Parent. Such Shareholder understands and acknowledges that Parent is entering into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon such Shareholder's execution and delivery of this Agreement.
Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with Taxes and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 8, a member of the Parent Group with inaccurate or incomplete information in connection with Taxes.
Reliance by Parent. The Shareholder understands and acknowledges that Parent and the Purchaser are entering into the Merger Agreement in reliance upon the Shareholder's execution and delivery of this Agreement.
Reliance by Parent. Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the Merger Agreement in reliance upon Stockholder's execution and delivery of, and representations and warranties contained in, this Agreement.
Reliance by Parent. The Stockholder acknowledges that Stockholder ------------------ understands that Parent is entering into, and causing Sub to enter into, the Agreement in reliance upon the Stockholder's execution, delivery and performance of this agreement.
Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with a Tax Liability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of SpinCo (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 8, a member of the Parent Group with inaccurate or incomplete information in connection with a Tax Liability.
Reliance by Parent. The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties of the Shareholder contained in this Agreement.
Reliance by Parent. The Stockholder understands and acknowledges that Parent is entering into the Acquisition Agreement in reliance upon the Stockholder's execution, delivery and performance of this Agreement. ARTICLE 3
Reliance by Parent. Such Stockholder has had the opportunity to review this Agreement and the Merger Agreement with counsel and other professional advisors of its own choosing. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement. Such Stockholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.