Parent and Sub Sample Clauses
The "Parent and Sub" clause defines the relationship and responsibilities between a parent company and its subsidiary (sub) within the context of a contract. Typically, this clause clarifies whether obligations, liabilities, or rights under the agreement extend to both the parent and the subsidiary, or are limited to one entity. For example, it may specify that the parent company guarantees the performance of the subsidiary, or that each entity is independently responsible for its own actions. The core function of this clause is to ensure clarity regarding which corporate entity is bound by the contract, thereby reducing ambiguity and potential disputes over liability or enforcement.
Parent and Sub. The execution, delivery and performance of this Amendment by each of Parent and Sub have been duly authorized by the General Partner of Parent and the Board of Directors of Sub, respectively, and by all other necessary partnership or corporate action on the part of Parent or Sub, respectively. This Amendment has been duly executed and delivered by each of Parent and Sub and (assuming the valid authorization, execution and delivery of this Amendment by the Company) constitutes the valid and binding obligation of each of Parent and Sub enforceable against them in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity.
Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers, employees and agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless any and all Indemnified Parties to the full extent such persons may be indemnified by the Company or such subsidiaries, as the case may be, pursuant to their respective certificates of incorporation or by- laws (or similar organizational documents) or pursuant to indemnification agreements as in effect on the date of this Agreement for acts or omissions occurring at or prior to the Effective Time, and Parent shall, or shall cause the Surviving Corporation to, advance litigation expenses incurred by such persons in connection with defending any action arising out of such acts or omissions to the extent provided by with the respective terms and provisions of such certificates of incorporation, by-laws, similar documents or indemnification agreements.
Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub, and constitutes a valid and binding obligation of each such party, enforceable against each such party in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under, any provision of (i) the Certificate of Incorporation or By-Laws of Parent or Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or their respective properties or assets that is required to be filed as an exhibit to Parent's filings with the SEC under the Exchange Act or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree applicable to Parent or Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Parent, (y) impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement, as the case may be, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form under the HSR...
Parent and Sub. Parent and Sub represent and warrant to the Company, as of the date of this Agreement and as of the Closing Date, as follows:
Parent and Sub. All of the Parent's and Sub's representations and warranties contained herein or in any instrument delivered pursuant to this Agreement shall terminate on the first anniversary of the Closing Date.
Parent and Sub. The indemnification obligations of the Parent and the Sub under Section 8.02, shall not exceed the Indemnification Cap, provided that such cap shall not be applicable to obligations under Section 8.02 if the representation and warranty out of which the obligation arose was an intentional misrepresentation.
Parent and Sub as the case may be,shall promptly furnish to the other upon receipt, a copy of any revenue agent's report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent, or Sub, or any affiliate of either, as the case may be, relating to the other party's (or its affiliate's) obligations under Article II or III hereof, or any adjustment referred to in Section 5.03 hereof. Parent and Sub shall cooperate to keep each other fully informed with respect to any development relating to all matters described in this Agreement.