Indemnification by Stockholder. Subject to the limitations set forth this Section 8.1 and otherwise in this Article VIII, the Stockholder (the “Stockholder Indemnifying Party”), agree to indemnify and hold harmless Parent, the Surviving Entity and their respective directors, officers and Affiliates and their successors and assigns (each a “Parent Indemnified Party”) from and against any and all Losses of the Parent Indemnified Parties, to the extent directly or indirectly resulting or arising from or based upon: (i) breach of any representation or warranty set forth in Article III; and (ii) all Taxes to the extent resulting from or relating to the ownership, management or use of and the operation of the Company prior to and including the Closing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dataram Corp), Agreement and Plan of Merger (Dataram Corp), Agreement and Plan of Merger (Dataram Corp)
Indemnification by Stockholder. Subject to the limitations set forth this Section 8.1 and otherwise in this Article VIII, the Stockholder (the “Stockholder Indemnifying Party”), agree agrees to indemnify and hold harmless Parent, the Surviving Entity and their respective directors, officers and Affiliates and their successors and assigns (each a “Parent Indemnified Party”) from and against any and all Losses of the Parent Indemnified Parties, to the extent directly or indirectly resulting or arising from or based upon:
(i) breach of any representation or warranty set forth in Article III; and
(ii) all Taxes to the extent resulting from or relating to the ownership, management or use of and the operation of the Company Business prior to and including the Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (Pershing Gold Corp.), Merger Agreement (Valor Gold Corp.)
