Parent Undertaking. Northwest Airlines Corporation, as parent corporation to the Company, hereby agrees to cause the Company to perform all of its obligations hereunder and Executive shall be deemed to have entered into this Agreement in reliance upon the undertaking set forth herein. NORTHWEST AIRLINES, INC. by: /s/ Xxxxxxxxxxx X. Xxxxxxx --------------------------- NORTHWEST AIRLINES CORPORATION by: /s/ Xxxxxxxxxxx X. Xxxxxxx --------------------------- /s/ Xxxxxxx X. Xxxxxxxxx ------------------------------ Xxxxxxx X. Xxxxxxxxx
Parent Undertaking. Parent agrees to take all action necessary to cause Merger Sub or the Surviving Corporation, as applicable, to perform all of its respective agreements, covenants and obligations under this Agreement. Parent unconditionally guarantees to the Company the full and complete performance by Merger Sub or the Surviving Corporation, as applicable, of its respective obligations under this Agreement and shall be liable for any breach of any representation, warranty, covenant or obligation of Merger Sub or the Surviving Corporation, as applicable, under this Agreement. This is a guarantee of payment and performance and not collectibility. Parent hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Merger Sub or the Surviving Corporation, as applicable, protest, notice and all demands whatsoever in connection with the performance of its obligations set forth in this Section 9.10. Parent further waives, to the fullest extent permitted by Law, any defenses or benefits that may be derived from or afforded by Law which limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to Merger Sub, in connection with such performance.
Parent Undertaking. In consideration of the Liberty Stockholder’s and Liberty Parent’s willingness to execute this Agreement, Parent hereby agrees with each of the Liberty Stockholder and Liberty Parent that (a) Parent will take all such steps as may be necessary or desirable (to the extent permitted under applicable Law) to exempt from Section 16(a) and Section 16(b) of the Exchange Act any acquisitions or dispositions of Company Securities (as defined in the Investor Rights Agreement) or rights related thereto by the Liberty Stockholder and its Affiliates (as defined in the Investor Rights Agreement) in connection with the Parent Common Stock Reorganization, the Parent Common Stock Exchange and any issuance of Company Securities contemplated by the Merger Agreement or the Exchange Agreement or any issuance of New Issue Securities (as defined in the Investor Rights Agreement); and (b) the amendment to the Investor Rights Agreement being entered into concurrently herewith is a material inducement to each of the Liberty Stockholder’s and Liberty Parent’s willingness to execute, deliver and perform this Agreement.
Parent Undertaking. Simultaneously with the execution and delivery of this Agreement, Cox Parent has executed and delivered to Holdings a Parent Undertaking.
Parent Undertaking. CenterPoint agrees to cause Utility Holding to, and subject to Section 11.16 to use its best efforts to cause Genco Holdings to, perform the actions required of it under this Agreement and guarantees the performance of the obligations of Utility Holding and, after the Public Company Merger, of Genco Holdings.
Parent Undertaking. From and after the Closing Date, Parent hereby undertakes to pay when due all payments owing by Seller to Buyer pursuant to Section 6.11(a); provided however, that the maximum aggregate Liability of Parent pursuant to this Section 11.16 shall in no event exceed an amount equal to (a) the amount of the Purchase Price paid by Seller to Parent in the form of a dividend or other distribution plus (b) the net purchase price (after accounting for all purchase price adjustments) received by Parent in any sale of Seller or any assets of Seller after the Closing Date.