Obligations of Acquisition Sub. Parent shall take all action necessary to cause Acquisition Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement.
Obligations of Acquisition Sub. Parent shall cause Acquisition Sub to perform when due its obligations under this Agreement and to consummate the Offer and the Merger pursuant to the terms and subject to the conditions set forth in this Agreement.
Obligations of Acquisition Sub. Parent shall ensure that Acquisition Sub duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities of Acquisition Sub under this Agreement, and Parent shall be jointly and severally liable with Acquisition Sub for the due and timely performance and satisfaction of each such covenant, obligation and liability.
Obligations of Acquisition Sub. High Tide will take all action necessary to cause Acquisition Sub to perform their respective obligations under this Agreement and to consummate the Acquisition on the terms and conditions set forth in this Agreement.
Obligations of Acquisition Sub. LKQ and Parent shall take all action necessary to cause Acquisition Sub and the Surviving Corporation to perform their respective obligations under this Agreement before and after the Effective Time, as applicable (including, with respect to Acquisition Sub, to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement).
Obligations of Acquisition Sub. Parent shall take all action reasonably necessary to cause Acquisition Sub and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement. This Section 7.3 shall survive the Merger Closing for so long as the obligations to be performed by Acquisition Sub and the Surviving Corporation shall so survive.
Obligations of Acquisition Sub. SFX shall take all action necessary to cause Acquisition Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement and hereby irrevocably and unconditionally guarantees all such obligations of Acquisition Sub.
Obligations of Acquisition Sub. Parent will take all action necessary to file the Certificate of Incorporation for Acquisition Sub with the State of Delaware and thereafter cause Acquisition Sub to perform its obligations under this Agreement and to consummate the Asset Acquisition on the terms and conditions set forth in this Agreement.
Obligations of Acquisition Sub. Parent shall cause Acquisition Sub to comply in all respects with each of the representations, warranties, covenants, obligations, agreements and undertakings made or required to be performed by Acquisition Sub in accordance with the terms of this Agreement, the Offer, the Merger, and the other transactions contemplated by this Agreement. As a material inducement to the Company’s willingness to enter into this Agreement and perform its obligations hereunder, Parent hereby unconditionally guarantees full performance and payment by Acquisition Sub of each of the covenants, obligations and undertakings required to be performed by Acquisition Sub under this Agreement and the transactions contemplated by this Agreement, subject to all terms, conditions and limitations contained in this Agreement, and hereby represents, acknowledges and agrees that any such breach of any such representation and warranty or default in the performance of any such covenant, obligation, agreement or undertaking of Acquisition Sub shall also be deemed to be a breach or default of Parent, and the Company shall have the right, exercisable in its sole discretion, to pursue any and all available remedies it may have arising out of any such breach or nonperformance directly against either or both of Parent and Acquisition Sub in the first instance. The guarantee described in the preceding sentence is a guarantee of payment and performance, and not of collection. As applicable, references in this Section 6.11 to “Acquisition Sub” shall also include the Surviving Corporation following the Effective Time.
Obligations of Acquisition Sub. Acquiror shall take all action necessary to cause Acquisition Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement and hereby irrevocably and unconditionally guarantees all such obligations of Acquisition Sub.
