JNS Holding Corp (JNSH)

[roytoy6969]

Crazy how they think they're not liable for any costs or damages...CCGI brought the lawsuit to JNSH! Plus it is spelled out in the APA...


39. In the APA, 350 Green agreed as follows:
[350 Green] hereby agrees to defend, hold harmless and expeditiously
indemnify [JNS] from, against and with respect to any and all liability,
claim. loss, damage, obligation, cost or expense arising out of [350
Green’s] material breach or violation of any representation, provision,
warranty. or covenant contained in this Agreement, including reasonable
attorneys' fees, and other reasonable costs incurred in the defense of any legal proceedings asserting such a claim.

[350 Green] hereby agrees to indemnify and hold [JNS] harmless from
any and all liability, action. lawsuit, expenses or damages directly
associated with CCGI's failure to close the Equity Exchange Agreement,
dated March 8, 2013, with [350 Green]; provided. however, that [350
Green] shall not indemnify or hold harmless [JNS] from any and all
liability, action, lawsuit, expenses or damages involving: (a) [JNS's]
independent interaction with CCGI that was initiated either: (i) by [JNS] with CCGI or (ii) by CCGI with [JNS], or (b) [JNS's] independent
interaction with any third party such as the City of Chicago and EFACEC,
in relation to the Grant. [350 Green] further agrees to indemnify and hold [JNS] harmless from any and all liability, action, lawsuit, expenses or
damages directly in relation to any and all creditors of [350 Green] who
have been identified by [350 Green] and disclosed by [350 Green] to [NS]
in relation to the Grant and as set forth in Exhibit 2.6A. (Id., ¶13)