Reliance by Parent. Each Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each of Parent, Purchaser and the Company acknowledges and agrees that in the event of any willful breach by any Stockholder of the provisions of Section 4(d) hereof, Parent and Purchaser shall be entitled to receive from the Company, and the Company shall be obligated to pay to Parent and Purchaser, the amounts set forth in Section 9.2(b) of the Merger Agreement in accordance with Section 9.2(c) of the Merger Agreement. Each of Parent, Purchaser and the Company acknowledges and agrees that the amounts payable to Parent and Purchaser pursuant to the preceding sentence shall be Parent's and Purchaser's sole remedy (other than specific performance) for any breach by any Stockholder of the provisions of Section 4(d) hereof. 6.
Appears in 6 contracts
Samples: Tender Agreement (Carnegie Group Inc), Tender Agreement (Carnegie Group Inc), Tender Agreement (Logica PLC / Eng)
Reliance by Parent. Each Stockholder understands and acknowledges that Parent is entering into, and causing Purchaser to enter into, the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each of Parent, Purchaser and the Company acknowledges and agrees that in the event of any willful breach by any Stockholder of the provisions of Section 4(d) hereof, Parent and Purchaser shall be entitled to receive from the Company, and the Company shall be obligated to pay to Parent and Purchaser, the amounts set forth in Section 9.2(b) of the Merger Agreement in accordance with Section 9.2(c) of the Merger Agreement. Each of Parent, Purchaser and the Company acknowledges and agrees that the amounts payable to Parent and Purchaser pursuant to the preceding sentence shall be Parent's and Purchaser's sole remedy (other than specific performance) for any breach by any Stockholder of the provisions of Section 4(d) hereof. 6.. Representations and Warranties of Parent and the Purchaser. Each of Parent and the Purchaser hereby represents and warrants to the Stockholders as follows: (a)
Appears in 4 contracts
Samples: Tender Agreement (Logica PLC / Eng), Tender Agreement (Logica PLC / Eng), Tender Agreement (Logica PLC / Eng)