Common use of By IPC Clause in Contracts

By IPC. IPC shall defend and promptly indemnify Ready, its officers, board members and stockholders, and save and hold them harmless from, against, for and in respect of and shall pay any and all damages, liabilities, claims, costs and expenses, including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by Ready, its officers, stockholders and/or board members by reason of (i) the existence of any and all obligations and/or liabilities of IPC which were not disclosed in, or pursuant to, this Agreement; (ii) any breach or failure of observance or performance of any representation, warranty, covenant, agreement or commitment made by IPC hereunder or relating hereto or as a result of any such representation, warranty, covenant, agreement or commitment being untrue or incorrect in any respect, and/or (iii) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments and claims arising out of any of the foregoing or from any material misrepresentation or omission from any Schedules or Exhibits to this Agreement, certificates, financial statements or from any document furnished by IPC required to be furnished hereunder.

Appears in 2 contracts

Sources: Share Exchange Agreement (Ready Capital Corp), Share Exchange Agreement (Intellipharmaceutics LTD)