Indemnification by Aclor Clause Samples

Indemnification by Aclor. (i) In order to induce Metiscan to enter into and perform this Agreement, Aclor does hereby indemnify, protect, defend and save and hold harmless Metiscan and each of its Stockholders, affiliates, officers, directors, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing ("Indemnified Parties"), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by Aclor of the representations, warranties and covenants set forth in this Agreement and from any claim resulting from the delivery and or distribution of shares of Common Stock of Metiscan by Aclor to its Stockholders under this Agreement. (ii) In order to induce Metiscan to enter into and perform this Agreement, Aclor does hereby indemnify, protect, defend and save and hold harmless the Indemnified Parties against any claims including, but not limited to stockholder appraisal rights pursuant to the applicable provisions of the Delaware General Corporation Law, as set forth in Subparagraph “(vi)” of Paragraph “A” of Article “12” of this Agreement, to Metiscan entering into this Agreement and the transactions set forth in this Agreement. (iii) In order to induce Holdings to enter into and perform this Agreement, Aclor does hereby indemnify, protect, defend and save and hold harmless Holdings and each of its Stockholders, affiliates, officers, directors, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing against any claims against them with respect to any of the debts or liabilities of Metiscan.