Common use of Indemnity of the Company Clause in Contracts

Indemnity of the Company. D2F and the Seller, jointly and severally, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Company Losses”), asserted against or incurred the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by D2F or the Seller or in any document or certificate delivered by D2F or the Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that Seller shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by Seller. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller unless and until the aggregate Company Losses shall exceed $25,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solar Energy LTD)

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Indemnity of the Company. D2F OpenLimit and the SellerSellers, jointly severally and severallynot jointly, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements ("Company Losses"), asserted against or incurred the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by D2F OpenLimit or the Seller Sellers or in any document or certificate delivered by D2F OpenLimit or the Seller Sellers pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that each Seller shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by such Seller. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller unless and until the aggregate Company Losses shall exceed $25,000.

Appears in 1 contract

Samples: Stock Exchange Agreement (Jure Holdings Inc)

Indemnity of the Company. D2F ComCam and the SellerSellers, jointly severally and severallynot jointly, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements ("Company Losses"), asserted against or incurred the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by D2F ComCam or the Seller Sellers or in any document or certificate delivered by D2F ComCam or the Seller Sellers pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that each Seller shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by such Seller. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller unless and until the aggregate Company Losses shall exceed $25,000.

Appears in 1 contract

Samples: Stock Exchange Agreement (Bullet Environmental Technologies Inc)

Indemnity of the Company. D2F Providence and the SellerSellers, jointly and severally, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Company Losses”), asserted against or incurred the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by D2F Providence or the Seller Sellers or in any document or certificate delivered by D2F Providence or the Seller Sellers pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that Seller Providence and the Sellers shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by SellerProvidence and the Sellers. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller Providence and the Sellers unless and until the aggregate Company Losses shall exceed $25,000.

Appears in 1 contract

Samples: Securities Exchange Agreement (Healthbridge Inc)

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Indemnity of the Company. D2F ComCam and the SellerSellers, jointly severally and severallynot jointly, agree to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Company Losses”), asserted against or incurred the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by D2F ComCam or the Seller Sellers or in any document or certificate delivered by D2F ComCam or the Seller Sellers pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby; provided, however, that each Seller shall only be required to defend, indemnify and hold harmless the Company for the representations and warranties made by such Seller. Notwithstanding the foregoing provisions of this Section 6.2, no claim for indemnification shall be made by Company against Seller unless and until the aggregate Company Losses shall exceed $25,000.

Appears in 1 contract

Samples: Stock Exchange Agreement (Comcam International Inc)

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