Indemnification by the Company Stockholders. The Indemnifying Stockholders receiving the Merger Shares pursuant to Section 1.5 shall indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from, relating to or constituting:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (WaferGen Bio-Systems, Inc.), Agreement and Plan of Merger and Reorganization (Foothills Resources Inc), Agreement and Plan of Merger And (Cromwell Uranium Corp.)
Indemnification by the Company Stockholders. The Indemnifying Stockholders receiving the Merger Shares pursuant to Section 1.5 1.8 shall indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from, relating to or constituting:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Dynastar Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Visual Network Design, Inc.)
Indemnification by the Company Stockholders. The Indemnifying Stockholders receiving the Merger Shares pursuant to Section 1.5 shall indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“"Damages”") incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from, relating to or constituting:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alternative Energy Sources Inc), Agreement and Plan of Merger (Aslahan Enterprises Ltd.)
Indemnification by the Company Stockholders. The holders of Company Shares immediately prior to the Effective Time (the “Indemnifying Stockholders receiving the Merger Shares pursuant to Section 1.5 Stockholders”) shall indemnify the Parent Buyer in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent Buyer or any Affiliate thereof resulting from, relating to or constituting:
Appears in 1 contract
Indemnification by the Company Stockholders. (a) The Indemnifying Company Stockholders receiving the Merger Initial Shares pursuant to Section 1.5 1.8 shall indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from, relating to or constituting:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.)