Indemnification by the Parent. (a) The Parent shall indemnify the Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Company Stockholders resulting from 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 Company Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. Notwithstanding anything to the contrary, the post-Closing adjustment set forth in Section 1.13 shall not be limited in any way by this Article VI.
Appears in 3 contracts
Sources: Merger Agreement (Crownbutte Wind Power, Inc.), Merger Agreement (Kentucky USA Energy, Inc.), Merger Agreement (UFood Restaurant Group, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Company Stockholders resulting from 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 Company Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. Notwithstanding anything to the contrary, the post-Closing adjustment set forth in Section 1.13 shall not be limited in any way by this Article VI.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Anvex International, Inc.)
Indemnification by the Parent. (a) The Parent shall indemnify the Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Company Stockholders Parent or the Surviving Corporation resulting from 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 Company Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. Notwithstanding anything to the contrary, the post-Closing adjustment set forth in Section 1.13 shall not be limited in any way by this Article VI.
Appears in 1 contract
Sources: Merger Agreement (Modigene Inc.)