Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Solar Integrated Roofing Corp.), Agreement and Plan of Merger (Solar Integrated Roofing Corp.), Agreement and Plan of Merger (Cruzani, Inc.)

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Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Merger (Item 9 Labs Corp.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Company Securityholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Indemnifying Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its Optionholders and their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alliqua BioMedical, Inc.), Agreement and Plan of Merger (Fusion Telecommunications International Inc)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIIX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mimedx Group, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholder and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (MassRoots, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIIX, Parent shall indemnify and defend each of the Target Shareholders Equityholders and its each of their respective Affiliates and their respective Representatives (collectively, the "Shareholder “Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Seller Indemnitees based upon, arising out of, with respect to of or by reason ofresulting from:

Appears in 1 contract

Samples: Stock Purchase Agreement (Brady Corp)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle 9, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (LIVE VENTURES Inc)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders each of Investor and its Affiliates and their respective Representatives (collectively, the "Shareholder “Investor Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Investor Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Joint Venture Agreement (Soleno Therapeutics Inc)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend each of the Target Shareholders and its Stockholders, their respective Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teladoc, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (without duplication) incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

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Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its the Optionholders and their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fusion Connect, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fdctech, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Upland Software, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Indemnifying Holders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isun, Inc.)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Company Equityholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (OptimizeRx Corp)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northwest Pipe Co)

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Indemnifying Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:: Table Of Contents 30

Appears in 1 contract

Samples: Agreement and Plan of Merger (MassRoots, Inc.)

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