INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maui General Store Inc), Agreement and Plan of Merger (Maui General Store Inc)
INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Palmera and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Maui General Store Inc)
INDEMNIFICATION OF EXCHANGE AGENT. (a) MGS, Trinity Palmera and Merger Sub (for the purposes of this Section 8.03, the "Indemnitors") agree to indemnify the Exchange Agent ( (the "Indemnitee") against, and hold him harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitee may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitee arising out of or relating in any way to the Exchange Agent's service in such capacity, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitee.
Appears in 1 contract
Samples: A Agreement and Plan of Merger (Maui General Store Inc)
