For Parent Sample Clauses
For Parent. If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(e), and Parent’s right to specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Merger. Upon payment of the Company Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to any Parent Related Party relating to or arising out of this Agreement or the Merger (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(e), as applicable).
For Parent. If this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Company Termination Fee, as applicable, to the extent owed pursuant to Section 8.3(b), and the amounts described in Section 8.3(d), and Parent’s right to specific performance pursuant to Section 9.11 will be the sole and exclusive remedies of Parent and Acquisition Sub against (A) the Company; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company and each of their respective Affiliates (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement, the Offer and the Merger. Upon payment of the Company Termination Fee and any applicable amount described in Section 8.3(d), none of the Company Related Parties will have any further monetary liability or obligation to Parent or Acquisition Sub relating to or arising out of this Agreement, the Offer or the Merger (except that the Company (or its Affiliates) will remain obligated with respect to, and Parent and Acquisition Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.2 and Section 8.3, as applicable); provided, that nothing in this Section 8.3(e) shall relieve the Company from any liabilities or damages resulting from any fraud or willful and intentional breach of this Agreement prior to or in connection with such termination.
For Parent. In the event (A) the Company breaches any of its representations, warranties contained in Section 3, or any of its pre-Closing covenants contained in this Agreement, (B) there are any claims against the Company from any Company Securityholders relating to the Transactions (including through the exercise of appraisal rights), (C) of the occurrence of the matters disclosed on Section 8(b)(i)(C) of the Disclosure Schedule (“Non-Threshold Events”); (D) of the occurrence of the matters disclosed on Section 8(b)(i)(D) of the Disclosure Schedule (“Threshold Events”), and, provided that Parent makes a written claim for indemnification in accordance with Section 8(e) below within the Escrow Indemnity Period, then, subject to the limitations set forth in this Section 8, Parent, Subsidiaries and their respective employees, agents, directors and officers (the “Parent Indemnified Parties”) shall be indemnified and held harmless solely by the Escrow Fund, from and against any Losses they shall suffer caused by such breach or occurrences.