Parent Claims Sample Clauses

The Parent Claims clause defines the rights and obligations related to claims made by or against a parent company in the context of a contract. Typically, this clause clarifies whether the parent company of a contracting party can assert claims or be held liable for claims arising from the agreement, often specifying the extent of such involvement. For example, it may state that only the direct contracting parties, and not their parent companies, can bring claims under the contract. The core function of this clause is to allocate risk and clarify liability boundaries, ensuring that only intended parties are responsible for contractual obligations and disputes.

Parent Claims. From and after the Effective Time, each Indemnifying Securityholder shall be deemed to have agreed, and hereby agrees, that from and after the Closing Parent, Merger Sub, their respective affiliates (including, without limitation, following the Effective Time, the Surviving Corporation) and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, the "Parent Indemnified Parties") shall have full recourse against, and be entitled to be compensated and reimbursed from, the Escrow Shares (subject to the terms and conditions set forth herein and in the Escrow Agreement) for any and all Damages arising from or related to any of the following (each a "Parent Claim"): any inaccuracy in or breach of any representation or warranty made by the Company or the Representative in this Agreement or in any document, certificate or other instrument required to be delivered by the Company or the Representative under this Agreement as of the date hereof or as of the Closing Date in each case, as such representation or warranty would read if all qualifications as to Knowledge and materiality, including each reference to the defined term Company Material Adverse Effect, were deleted therefrom; provided that such deletions will be made solely for the purposes of calculating Damages but not for the purposes of determining whether or not any inaccuracy in or breach of any representation or warranty has occurred; any breach or non-fulfillment of any covenant or agreement made or to be performed by the Company or the Representative in this Agreement or in any agreement or instrument entered into by the Company or the Representative pursuant to this Agreement; any fraud, intentional misrepresentation or willful breach by the Company or the Representative (a "Fraud Claim"); any inaccuracy in the Securityholder Schedule or Allocation Schedule delivered to Parent; any Transfer Taxes for which the Company Stockholders are responsible pursuant to Section 14.8; any Transaction Expenses incurred by the Company which the Company does not have available cash to pay at the Effective Time; regardless of any disclosure on any Schedule, any payment or provision of benefits that constitutes an "excess parachute payment" (within the meaning of Section 280G(b) of the Code) and is made by the Company on or prior to the Closing Date or otherwise required to be paid by the Company or the Surviving Corporation pursuant to agreements or Company Bene...

View Similar (6)

Parent Claims. From and after the Effective Time, the Participating Shareholders will, up to their respective pro-rata share of the Merger Consideration, defend, indemnify and hold harmless the Surviving Corporation and Parent from and against any and all losses, damages, Liabilities, claims, demands, judgments, settlements, costs and expenses of any nature whatsoever (including reasonable attorneys' fees) (collectively, "LOSS"), resulting from or arising out of any: (i) breach of any representation or warranty or agreement of the Company contained herein (other than breaches by the Company after the Effective Time); (ii) any amounts due to Parent with respect to the EBITDA Adjustment in accordance with Section 1.5(c); (iii) any amounts due by Surviving Corporation or Parent, including costs and expenses, in respect of Company shareholders who exercise dissenter rights over and above their pro-rata share of the Merger Corporation had such holders not dissented; and (iv) any Transaction Expenses of the Company not accrued on the Unaudited Balance Sheet, where such Transaction Expenses would have resulted in an adjustment to the Merger Consideration under Section 1.5(b) had such Transaction Expenses been so accrued No claim for indemnification pursuant to this Section 8.1 may be made subsequent to the date 18 months after the Closing Date or in respect of a Loss for which Parent has otherwise been previously reimbursed by the Participating Shareholders; provided, however, that no such expiration period will apply to Surviving Obligations set forth in Section 8.5(a).

Parent Claims. If, on or prior to the date six (6) months after the Closing Date (the "Escrow Termination Date"), it becomes known to Parent or the Parent Stockholders' Representative that any of the representations and warranties set forth in Article III of this Agreement were untrue as of the date hereof or as of the Closing Date, or that any of the Company's covenants set forth in Article V were not satisfied, Parent or the Parent Stockholders' Representative shall, prior to the Escrow Termination Date, notify the Company Stockholders' Representative and the Escrow Agent in writing of the amount of its good faith estimate of the amount of any claim, loss, liability, damage, cost or expense resulting from or incurred in connection with the breach of such representation or warranty (a "Parent Claim"), which notice shall include a brief description of the facts upon which such Parent Claim is based. No Parent Claim shall be made unless the alleged value of such Parent Claim equals or exceeds $50,000 or until the aggregate alleged value of all Parent Claims equals or exceeds $250,000.

Parent Claims. Parent shall give prompt written notice to the Member Representative of any claim or event with respect to which any Parent Indemnitee believes it is or may be entitled to indemnification pursuant to Section 10.2 (a "Notice of Parent Claim"). The Notice of Parent Claim shall set forth with reasonable specificity (i) the basis under this Agreement, and the facts that otherwise form the basis, of such Parent Claim, (ii) an estimate of the amount of the Damages related to such Parent Claim (which estimate shall not be conclusive of the final amount of such Damages) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, and (iii) the date on and manner in which the Parent Indemnitee became aware of the existence of such Parent Claim. If the Member Representative objects to either (i) the basis for the Parent Claim or (ii) the amount of Damages determined under Section 10.2 related to the Parent Claim, the Member Representative shall give written notice of such objection to Parent within 20 consecutive Business Days following its receipt of the Notice of Parent Claim. Within 10 consecutive Business Days following Parent's receipt of such objection, the Member Representative and Parent shall attempt to mutually resolve any disputed issues. If the Member Representative and Parent are unable to resolve the dispute, they shall submit the issue to an independent public accounting firm of recognized national standing (a "National Accounting Firm") mutually agreeable to the Member Representative and Parent to resolve the dispute and determine the amount of Damages, if any. If the Member Representative and Parent cannot decide on a mutually agreeable National Accounting Firm, each of the Member Representative and Parent shall select one National Accounting Firm and the two National Accounting Firms so selected shall select a National Accounting Firm to resolve the dispute. The National Accounting Firm so selected shall have the authority to retain any experts that are, in its discretion, necessary to assist it in resolving the dispute. The costs and expenses of the National Accounting Firm charged in connection with this Section 10.4, including costs and expenses incurred to retain any experts and, if necessary, the costs and expenses of the National Accounting Firms selected by the Member Representative and Parent to select a National Accounting Firm, shall be borne equally by the Controlling Memb...

Filter & Search

Parent Clauses