Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI.

Appears in 7 contracts

Samples: Merger Agreement (Cromwell Uranium Corp.), Merger Agreement (Ethanex Energy, Inc.), Merger Agreement (Foothills Resources Inc)

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Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or either of the Acquisition Subsidiary Subsidiaries contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI.

Appears in 1 contract

Samples: Merger Agreement (GoFish Corp.)

Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 1.15 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI.

Appears in 1 contract

Samples: Merger Agreement (Dynastar Holdings, Inc.)

Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders Members in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders Members resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders Members to collect any Damages for which they are entitled to indemnification under this Article VI.

Appears in 1 contract

Samples: Merger Agreement (High Tide Ventures, Inc.)

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Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders Shareholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders Shareholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders Shareholders to collect any Damages for which they are entitled to indemnification under this Article VI.

Appears in 1 contract

Samples: Merger Agreement (Oxford Ventures Inc)

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