Common use of General Indemnification Covenants Clause in Contracts

General Indemnification Covenants. The Shareholder 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 Shareholder, 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 Shareholder to Parent or Acquiror in connection herewith.

Appears in 1 contract

Sources: Merger Agreement (Usurf America Inc)

General Indemnification Covenants. The Shareholder T▇▇▇▇▇ shall indemnify 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 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 ShareholderT▇▇▇▇▇, 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 Shareholder T▇▇▇▇▇ to Parent or Acquiror in connection herewith.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Usurf America Inc)

General Indemnification Covenants. The Shareholder S▇▇▇▇▇▇ shall indemnify 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 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 ShareholderShareholders, 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 Shareholder Shareholders, and each of them, to Parent or Acquiror in connection herewith.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Usurf America Inc)

General Indemnification Covenants. The Shareholder L▇▇▇▇ shall indemnify 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 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 ShareholderL▇▇▇▇, 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 Shareholder L▇▇▇▇ to Parent or Acquiror in connection herewith.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Usurf America Inc)