Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of: (a) any breach by the Selling Shareholder of Section 2.2 of this Agreement; or (b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Certificate of Non-U.S. Shareholder executed by the Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Appears in 3 contracts
Samples: Share Exchange Agreement (Narnia Corp.), Share Exchange Agreement (China Forest Energy Corp.), Share Exchange Agreement (Amico Games Corp.)
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholder of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Certificate of Non-U.S. Shareholder executed by the each Selling Shareholder or their nominee as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Magicstem Group Corp.), Share Exchange Agreement (Winecom Inc.)
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will shall indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholder of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Regulation S Certificate of Non-U.S. Shareholder executed by the Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Wind Energy Inc.), Share Exchange Agreement (China Wind Energy Inc.)
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Pubco Acquirer and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco Acquirer and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholder of Section 2.2 2.4 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Regulation S Certificate of Non-U.S. Shareholder executed by the Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 2.5 of this Agreement.
Appears in 1 contract
Samples: Assignment and Share Transfer Agreement (Pacific Green Technologies Inc.)
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholder of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Regulation S Certificate of Non-U.S. Shareholder or the Questionnaire executed by the each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Appears in 1 contract
Samples: Share Purchase and Exchange Agreement (Secure Luggage Solutions Inc.)
Agreement of the Selling Shareholder to Indemnify. The Selling Shareholder will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholder of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholder contained in or made pursuant to the Certificate of Non-U.S. Shareholder executed by the Selling Shareholder or their nominee as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Appears in 1 contract
Samples: Share Exchange and Royalty Agreement (Wolverine Exploration Inc.)
