Common use of Indemnification of Acquisition Clause in Contracts

Indemnification of Acquisition. Client and the Shareholders severally (and not jointly) agree to indemnify Acquisition against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquisition from (1) any breach by Client or the Shareholders of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Client or the Shareholders herein; provided, however, that (a) Acquisition shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquisition shall give notice of any claims hereunder within twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquisition to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquisition as a result of the event giving rise to such right to indemnification.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (IIM Global Corp), Agreement and Plan of Reorganization (XTREME HEALTHCARE Corp), Merger Agreement (American Inflatables Inc)

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Indemnification of Acquisition. Client and the Shareholders severally (and not jointly) agree to indemnify Acquisition against any loss, damage, or expense (including reasonable attorney fees) suffered [by Acquisition from (1) any breach by Client or the Shareholders of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Client or the Shareholders herein; provided, however, that (a) Acquisition shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquisition shall give notice of any claims hereunder within twenty-four 24 months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquisition to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquisition as a result of the event giving rise to such right to indemnification.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Interlock Services Inc)

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Indemnification of Acquisition. Client and the Shareholders Shareholder severally (and not jointly) agree to indemnify Acquisition against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquisition from (1) any breach by Client or the Shareholders Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Client or the Shareholders Shareholder herein; provided, however, that (a) Acquisition shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquisition shall give notice of any claims hereunder within twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquisition to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquisition as a result of the event giving rise to such right to indemnification.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Heyu Leisure Holidays Corp)

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