Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (Dynastar Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.), Agreement and Plan of Merger and Reorganization (Foothills Resources Inc)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Company Stockholders resulting from, relating to or constituting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Crownbutte Wind Power, Inc.), Agreement and Plan of Merger and Reorganization (Kentucky USA Energy, Inc.), Agreement and Plan of Merger and Reorganization (UFood Restaurant Group, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent CertificateCertificate or resulting from any tax liabilities arising from, or tax claims related to, the Split-Off.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Company Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement (including, and without limiting any of the provisions of, Section 1.16) or the Parent CertificateCertificate or resulting from any tax liabilities arising from, or tax claims related to, the Split-Off.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders Shareholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders Shareholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Company Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Company Stockholders resulting from, relating to or constituting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nevada Gold Holdings, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Hosting Site Network Inc)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders Parent or the Surviving Corporation resulting from, relating to or constituting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Modigene Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them him harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders such Stockholder, whether or not involving any third party, resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.constituting:
Appears in 1 contract
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or either of the Acquisition Subsidiary Subsidiaries contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan (GoFish Corp.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Company Stockholders resulting from, relating to from any misrepresentation or constituting any misrepresentation, breach of warranty by or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Mesa Energy Holdings, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent CertificateCertificate or resulting from any tax liabilities arising from, or tax claims related to, the Split-Off.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Visual Network Design, Inc.)
