Indemnification by the Acquiror Company Principal Shareholder. From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, the Company and the Shareholders (collectively, the “Company Indemnified Parties”), from and against any damages arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement; (b) any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date; or (c) any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing Date. Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Acquiror Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $1.00.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Wood, Inc.), Share Exchange Agreement (Timberjack Sporting Supplies, Inc.)
Indemnification by the Acquiror Company Principal Shareholder. From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, the Company and the Shareholders (collectively, the “Company Indemnified Parties”), from and against any damages arising, directly or indirectly, from or in connection with:
(a) 11.2.1 any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement;
(b) 11.2.2 any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date; or
(c) 11.2.3 any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing DateDate which are not previously disclosed. Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Acquiror Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $1.0050,000.
Appears in 2 contracts
Samples: Share Exchange Agreement (MetaStat, Inc.), Share Exchange Agreement (Photovoltaic Solar Cells, Inc.)
Indemnification by the Acquiror Company Principal Shareholder. From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, the Company and the Shareholders (collectively, the “Company Indemnified Parties”), from and against any damages arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement;
(b) any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date; or
(c) any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing Date. Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Acquiror Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $1.00275,000.
Appears in 1 contract
Samples: Share Exchange Agreement (Remediation Services, Inc.)
Indemnification by the Acquiror Company Principal Shareholder. From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, the Company and the Shareholders Shareholder (collectively, the “Company Indemnified Parties”), from and against any damages arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement;
(b) any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date; or
(c) any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing Date. Notwithstanding anything to the contrary contained herein, the Acquiror Company and the Acquiror Company Principal Shareholder’s total indemnification obligations under this Section 11 shall be limited to and shall not under any circumstances exceed US $1.00.
Appears in 1 contract
Samples: Share Exchange Agreement (Silver Pearl Enterprises, Inc.)