General Indemnification Covenants. Sxxxxxx shall indemnify, save and keep Parent and its affiliates, agents, attorneys, successors and permitted assigns (including the Surviving Corporation) (the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, the "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Target or the Shareholders, and each of them, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or thereto or any written statement or certificate furnished or to be furnished to Parent or Acquiror pursuant hereto or in any closing document delivered by Target or the Shareholders, and each of them, to Parent or Acquiror in connection herewith.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Usurf America Inc)
General Indemnification Covenants. Sxxxxxx Txxxxx shall indemnify, save and keep Parent and its affiliates, agents, attorneys, successors and permitted assigns (including the Surviving Corporation) (the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, the "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Target or the Shareholders, and each of themTxxxxx, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or thereto or any written statement or certificate furnished or to be furnished to Parent or Acquiror pursuant hereto or in any closing document delivered by Target or the Shareholders, and each of them, Txxxxx to Parent or Acquiror in connection herewith.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Usurf America Inc)
General Indemnification Covenants. Sxxxxxx Lxxxx shall indemnify, save and keep Parent and its affiliates, agents, attorneys, successors and permitted assigns (including the Surviving Corporation) (the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, the "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Target or the Shareholders, and each of themLxxxx, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or thereto or any written statement or certificate furnished or to be furnished to Parent or Acquiror pursuant hereto or in any closing document delivered by Target or the Shareholders, and each of them, Lxxxx to Parent or Acquiror in connection herewith.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Usurf America Inc)
General Indemnification Covenants. Sxxxxxx The Shareholder shall indemnifyindemnify , save and keep Parent and its affiliates, agents, attorneys, successors and permitted assigns ({including the Surviving Corporation) ({the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' attorneys fees, disbursements and expenses ({collectively, the "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Target or the Shareholders, and each of themShareholder, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or thereto or any written statement or certificate furnished or to be furnished to Parent or Acquiror pursuant hereto or in any closing document delivered by Target or the Shareholders, and each of them, Shareholder to Parent or Acquiror in connection herewith.
Appears in 1 contract
Samples: Merger Agreement (Usurf America Inc)