Common use of Cooperation and Indemnification Clause in Contracts

Cooperation and Indemnification. (i) The Members agree that they will provide all required cooperation and furnish all necessary information and enter into such agreements customarily required of Selling Stockholders in connection with the preparation of the Registration Statement filed under the terms of this Section 6.3, and the Members will represent and warrant the accuracy and completeness of all written information regarding the Members which is furnished by the Members for inclusion in the Registration Statement and will indemnify and hold Activision, and its directors, officers, shareholders, and underwriters harmless from and against any liability, loss or damage (including costs and reasonable attorneys' fees), incurred by or sustained by, or asserted against, any of them, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the information provided by the Members or based on any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Activision Inc /Ny)

AutoNDA by SimpleDocs

Cooperation and Indemnification. (i) The Members Shareholders agree that they will provide all required cooperation and furnish all necessary information and enter into such agreements customarily required of Selling Stockholders selling stockholders in connection with the preparation of the Registration Statement filed under the terms of this Section 6.3, and the Members Shareholders will represent and warrant the accuracy and completeness of all written information regarding the Members which is so furnished by the Members for inclusion in the Registration Statement and will indemnify and hold Activision, and its directors, officers, shareholders, and underwriters harmless from and against any liability, loss or damage (including costs and reasonable attorneys' fees), incurred by or sustained by, or asserted against, any of them, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the information provided by the Members Shareholders or based on any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Activision Inc /Ny)

AutoNDA by SimpleDocs

Cooperation and Indemnification. (i) The Members Shareholders, agree that they will provide all required cooperation and furnish all necessary information and enter into such agreements customarily required of Selling Stockholders selling stockholders in connection with the preparation of the Registration Statement filed under the terms of this Section 6.35.3, and the Members Shareholders will represent and warrant the accuracy and completeness of all written information regarding the Members which is so furnished by the Members for inclusion in the Registration Statement and will indemnify and hold Activision, and its directors, officers, shareholders, and underwriters harmless from and against any liability, loss or damage (including costs and reasonable attorneys' fees), incurred by or sustained by, or asserted against, any of them, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the information provided by the Members Shareholders or based on any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Share Exchange Agreement (Activision Inc /Ny)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!