Examples of Surviving Companies in a sentence
Notwithstanding anything to the contrary in this Agreement, none of the Escrow Agent, Exchange Agent, Parent, Merger Subs, the Surviving Companies, the Member Representative, the Members or any of their respective Affiliates shall be liable to any Person for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws.
No transfer of property is being made by the Members or the Company Group hereunder and no obligation is being incurred in connection with the Transactions with the intent to hinder, delay or defraud either present or future creditors of each of the Company Group, Parent, Merger Subs or the Surviving Companies.
Following the Closing, each of the Member Representative, Parent and the Surviving Companies shall execute and deliver, or shall cause to be executed and delivered, such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably requested by any other such Party or either Surviving Company that is required to carry out the provisions hereof and give effect to the Transactions.
Notice of such vote or a copy of the written consent appointing such new Member Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent and the date such notice is received by Xxxxxx; provided that until such notice is received, Parent, Merger Subs and the Surviving Companies shall be entitled to rely on the decisions and actions of the prior Member Representative as described in Section 8.13(a).
Each of Parent, Merger Subs, the Surviving Companies and each of their respective Affiliates and Representatives are hereby relieved from any liability to any Person for any acts taken or omitted to be taken by any of Parent, Merger Subs or the Surviving Companies in accordance with any such decision, act, consent or instruction of the Member Representative.