Parent Affiliates Clause Samples
The "Parent Affiliates" clause defines the relationship and inclusion of a company's parent organizations and their affiliated entities within the scope of an agreement. This clause typically clarifies that rights, obligations, or benefits under the contract extend not only to the primary contracting party but also to its parent companies and their affiliates, such as subsidiaries or sister companies. By doing so, it ensures that all relevant corporate entities are covered, reducing ambiguity about who is bound by or can enforce the contract, and preventing disputes over the involvement of related business entities.
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Parent Affiliates. All claims or causes of action (whether in contract or in tort, at law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are named parties to this Agreement. No Person who is not a named party to this Agreement, including any director, officer, stockholder, member, partner, attorney, accountant, agent, employee, representative or Affiliate of any named party to this Agreement (“Non-Party Affiliates”), will have any liability (whether in contract or in tort, at law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any liabilities or obligations arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution; and each party hereto waives and releases all such liabilities, obligations and claims against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third party beneficiaries of this Section 9.14.
Parent Affiliates. Set forth as Schedule 5.12(b) hereto is a list of those persons who may be deemed to be, in Parent's reasonable judgment, affiliates of Parent within the meaning of paragraphs (c) and (d) of Rule 145 promulgated by the Securities Act or the Pooling Rules (each a "Parent Affiliate"). Parent will provide Company with such information and documents as Company reasonably requests for purposes of reviewing and validating such list. Parent will use its commercially reasonable efforts to deliver or cause to be delivered to Company, as promptly as practicable on or following the date hereof, from each Parent Affiliate an executed Parent Affiliate Agreement, each of which will be in full force and effect as of the Effective Time.
Parent Affiliates. Section 3.19....................35