Indemnity by Parent and Merger Sub Sample Clauses

Indemnity by Parent and Merger Sub. Parent and Merger Sub hereby ---------------------------------- jointly and severally agree to indemnify, defend and hold harmless Stockholders and their respective directors, officers and Affiliates against and in respect of all Losses that arise or result from the inaccuracy of any representation or warranty made by Parent or Merger Sub herein as if all materiality and knowledge qualifiers were deleted therefrom or that result from nonfulfillment of any agreement or covenant of Parent or Merger Sub contained herein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in -45- the certificates referenced in Section 6.2(d) and 6.2(o) provided, however, neither Parent nor Merger Sub shall be liable for an indemnification claim under this (S) 9.3 unless Parent and Merger Sub are given notice of such claim by Sellers within 3 years following the Closing describing with reasonable specificity (but only to the extent known) the facts giving rise to the asserted claim, except for claims relating to Taxes which may be brought until the expiration of the applicable statute of limitation.
Sample 1
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Indemnity by Parent and Merger Sub. PAWS and Merger Sub shall indemnify and hold the Company and its directors, officers and employees harmless against and in respect of any and all damages, losses, claims, penalties, liabilities, costs and expenses (including, without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts paid in settlement), that arise from or relate or are attributable to (and without giving effect to any tax benefit to the indemnified party) (a) any misrepresentation or breach of any warranty by PAWS in the Agreements or (b) any breach of any covenant or agreement on the part of PAWS pursuant to its obligations under the Agreement.
Sample 1
Indemnity by Parent and Merger Sub 
Sample 1

Related to Indemnity by Parent and Merger Sub

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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