Surviving Parent definition
Examples of Surviving Parent in a sentence
No such conveyance, transfer or lease of all or substantially all of the assets of the Parent or the Issuer shall have the effect of releasing the Parent, the Issuer or any Surviving Parent or Surviving Company or any other Person that becomes the surviving or continuing Person in the manner prescribed in this Section 10.2 from its liability under this Agreement, a Note Guaranty and the Notes, as applicable.
For the purposes of this Section 6.12, the incurrence of Debt which is payable to the Parent or the Surviving Parent shall not be prohibited so long as such Debt is permitted pursuant to Section 6.15 and shall have terms which are comparable to the terms which would reasonably be expected to be obtained in an arm's-length transaction with a Person other than an Affiliate.
The parties further acknowledge that any Surviving Corporation or Surviving Parent Corporation shall have the benefit of, and be entitled to enforce, the covenants of the Executive contained in this Article 5 to the same extent as the Bank and its Affiliates.
The officers of Parent immediately prior to the Second Effective Time shall be the officers of the Surviving Parent Company from and after the Second Effective Time, until the earlier of their resignation or removal, or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.
The Bank agrees that, in connection with any Business Combination, the Bank or the Parent will cause any successor entity to the Bank or the Parent unconditionally to assume (and, for any Surviving Parent Corporation in such Business Combination, to guarantee), by written instrument delivered to the Executive (or if the Executive dies after a Qualifying Termination, the Executive's beneficiaries or estate), all of the obligations of the Bank hereunder.