Example ContractsClausesIn Favor of Merger
In Favor of Merger
In Favor of Merger contract clause examples

Indemnification in Favor of Huadong. vTv shall indemnify, defend and hold harmless the Huadong Parties from and against any and all Losses incurred, suffered or sustained by any of the Huadong Parties, or to which any of the Huadong Parties becomes subject as a result of any Third Party Claim, arising out of, relating to or resulting from:

In Favor of Merger. At any meeting of the stockholders of the Company called to seek the Company Stockholder Approval, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Merger, or any other Transaction is sought, such Stockholder # shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by Parent or the Company for written consent, if any, and # shall vote or cause to be voted (including by written consent, if applicable) the Subject Shares in favor of granting the Company Stockholder Approval. Notwithstanding anything to the contrary herein, Stockholder shall not be required to vote or consent the Subject Shares in favor of any proposal to amend the Merger Agreement which would result in # a change to the form of consideration to be paid thereunder or # a decrease in the aggregate Merger Consideration.

Existing Conditions; Indemnity in Favor of Tenant. Tenant acknowledges that it has received and reviewed that certain Phase I Environmental Site Assessment dated January 2020 and that certain Soil and Groundwater Characterization Report and Management Plan dated May 2020, both prepared by Fuss & O’Neill, regarding the condition of the Property and that, upon the Delivery Date, subject to the provisions of this paragraph, Tenant shall accept the Property in the condition existing as of the date of this Lease with respect to the presence of Hazardous Materials. Notwithstanding the foregoing, Landlord shall and hereby does agrees to defend, indemnify and hold harmless Tenant, its employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns from and against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense and settlement of claims or remediation of contamination) incurred by such indemnified parties as a result of or in connection with the presence at or removal of Hazardous Materials caused or generated, or Released, by Landlord, its employees, agents, contractors, and subcontractors at the Property. Landlord shall bear, pay and discharge, as and when the same become due and payable, any and all such judgments or claims for damages, penalties or otherwise against such indemnified parties, shall hold such indemnified parties harmless against all such claims, losses, damages, liabilities, costs and expenses, and shall assume the burden and expense of defending all suits, administrative proceedings, and negotiations of any description with any and all persons, political subdivisions or government agencies arising out of any of the occurrences subject to this Paragraph 26.5. The provisions of this Section shall survive termination of this Lease.

Indemnification in Favor of Newsoara. vTv shall indemnify, defend and hold harmless the Newsoara Parties from and against any and all Losses incurred, suffered or sustained by any of the Newsoara Parties or to which any of the Newsoara

Indemnification in Favor of TransTech. Novo shall indemnify, defend and hold harmless the TransTech Parties (as hereinafter defined) from and against any and all Losses incurred, suffered or sustained by any of the TransTech Parties or to which any of the TransTech Parties becomes subject, arising out of, relating to or resulting from:

In Favor of Merger. At any meeting of the stockholders of the Company called to seek the Company Stockholder Approval, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the Merger, or any other Transaction is sought, such Stockholder # shall, if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and respond to each request by Parent or the Company for written consent, if any, and # shall vote or cause to be voted (including by written consent, if applicable) the Subject Shares in favor of granting the Company Stockholder Approval. Notwithstanding anything to the contrary herein, Stockholder shall not be required to vote or consent the Subject Shares in favor of any proposal to amend the Merger Agreement which would result in # a change to the form of consideration to be paid thereunder or # a decrease in the aggregate Merger Consideration.

Indemnification in Favor of vTv. Newsoara shall indemnify, defend and hold harmless the vTv Parties (as hereinafter defined) from and against any and all Losses incurred, suffered or sustained by any of the vTv Parties or to which any of the vTv Parties becomes subject as a result of any Third Party claim, action, suit, proceeding, liability or obligation (collectively, “Third Party Claims”) arising out of, relating to or resulting from:

Indemnity in Favor of Landlord. Tenant hereby agrees to defend, indemnify and hold harmless Landlord, its employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns from and against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense and settlement of claims or remediation of contamination) incurred by such indemnified parties as a result of or in connection with the presence at or removal of Hazardous Materials caused or generated by Tenant or any of the Tenant Parties from the Premises or as a result of or in connection with activities prohibited under, or breaches by Tenant of, this [Article 26]. Tenant shall bear, pay and discharge, as and when the same become due and payable, any and all such judgments or claims for damages, penalties or otherwise against such indemnified parties, shall hold such indemnified parties harmless against all claims, losses, damages, liabilities, costs and expenses, and shall assume the burden and expense of defending all suits, administrative proceedings, and negotiations of any description with any and all persons, political subdivisions or government agencies arising out of any of the occurrences set forth in this Paragraph 26.4. The provisions of this Section shall survive termination of this Lease.

Indemnification in Favor of Novo. TransTech shall indemnify, defend and hold harmless the Novo Parties (as hereinafter defined) from and against any and all Losses incurred, suffered or sustained by any of the Novo Parties or to which any of the Novo Parties becomes subject, arising out of, relating to or resulting from:

Indemnification in Favor of vTv. Huadong shall indemnify, defend and hold harmless the vTv Parties (as hereinafter defined) from and against any and all Losses incurred, suffered or sustained by any of the vTv Parties, or to which any of the vTv Parties becomes subject as a result of any Third Party claim, action, suit, proceeding, liability or obligation (collectively, “Third Party Claims”), arising out of, relating to or resulting from:

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