Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders 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 Shareholders of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Certificate executed by each Selling Shareholder or their nominee as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, PGT and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by PGT and its shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholders of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Regulation S Certificate, Rule 506 Certificate or the Questionnaire executed by each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders will each, severally, and not jointly and severally, indemnify, defend, and hold harmless, to the full extent of the law, FEC and its directors, officers, employees, agents, advisers and shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by FEC and its directors, officers, employees, agents, advisers and shareholders by reason of, resulting from, based upon or arising out of:
(a) any breach by such Selling Shareholder of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by such Selling Shareholder contained in or made pursuant to the representations or warranties or certificates executed by the Selling Shareholder as part of the share exchange procedure detailed in Sections 2, 3, 4 and 5 of this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders 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) the breach by the Selling Shareholders of any representation or warranty of the Selling Shareholders contained in or made pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement; or
(b) any breach by the Selling Shareholders of Section 2.2.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders will indemnify, defend, and hold harmless Pubco from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco by reason of, resulting from, based upon or arising out of:
(a) any breach by the Selling Shareholders of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to, as the case may be, the Regulation S Investment Letter or the Regulation D Investment Letter executed by each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Agreement of the Selling Shareholders to Indemnify. Each of the Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, Upstream from, against, and in respect of any and all material Losses asserted against, relating to, imposed upon, or incurred by Upstream by reason of, resulting from, based upon or arising out of:
(a) any breach by such Selling Shareholder of Section 2.2 of this Agreement;
(b) any breach of the representations and warranties made by such Selling Shareholder contained in or made pursuant to the Certificate executed by each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement; or
(c) the breach or partial breach by such Selling Shareholder of any covenant or agreement made in or pursuant to this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders, severally but not jointly, will indemnify, defend, and hold harmless, to the full extent of the law, CUIS and its shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by CUIS and its shareholders by reason of, resulting from, based upon or arising out of:
(a) the breach by the Selling Shareholders of any representation or warranty of the Selling Shareholders contained in or made pursuant to this Agreement, or any certificate or other instrument delivered pursuant to this Agreement; and
(b) the breach by the Selling Shareholders of any covenant or agreement of the Selling Shareholders made in or pursuant to this Agreement or any certificate or other instrument delivered pursuant to this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders 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 any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Certificate executed by each Selling Shareholder or their nominee as part of the share exchange procedure detailed in Section 2.3 of this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, Pubco and its officers, directors, advisors and 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 Priveco of Section 2.2 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Priveco contained in or made pursuant to the Certificate executed by the Priveco or its nominee as part of the share exchange procedure of this Agreement.
Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders 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 Shareholders of Section 2.4 of this Agreement; or
(b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders, Priveco or by Management contained in or made pursuant to this Agreement.
(c) any third party claim, suit or action that making, using or selling of an item pursuant to the Intellectual Property infringes any United States or China patents or copyright of such third party or constitutes the misappropriation of any trade secret of such third party.
(i) In order to protect Pubco from any third party claims relating to the Intellectual Property, the Selling Shareholders agree to place the Escrow Shares with Gxxxxxx Sxxxxx LLP, as escrow agent (the “Escrow Agent”) pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit B (the “Escrow Agreement”).
(ii) In addition to any other rights available to Pubco pursuant to this Agreement, in the event that any claim relating to the Intellectual Property is made against Pubco or any of its shareholders within one year from the Closing Date, the Escrow Shares shall immediately be released to Pubco, for cancellation.
(iii) In the event that within one year from the Closing Date, no claim relating to the Intellectual Property has been made against Pubco or any of its shareholders, the Escrow Agent shall, immediately thereafter, release the Escrow Shares to the Selling Shareholders, in accordance with Schedule 11.3(c) hereof.
