Common use of GENERAL INDEMNIFICATION BY STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapital, Newco or the Surviving Corporation as a result of or arising from (a) any breach of the representations and warranties made by the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (b) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (d) any liability under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), which statement was provided or was based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, which information was not provided to UniCapital or its counsel by the Company or the Stockholders; provided, however, that such indemnity shall not inure to the benefit of UniCapital, Newco or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, each StockholderThe Stockholders covenant and agree that they, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco QSI and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns Company at all times times, from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) Agreement, from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "LossesClaims") incurred by UniCapital, Newco QSI or the Surviving Corporation Company for which QSI or the Company deliver notice of such Claims to the Stockholders prior to the Expiration Date and which Claims are as a result of or arising from (ai) any breach of the representations and warranties made by of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, ; (bii) any nonfulfillment breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, ; (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided to QSI or its counsel by the Company or the Stockholders contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading; (iv) the matters described on Schedule 10.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which information was not provided to UniCapital schedule shall be prepared by QSI; (v) any liability asserted against QSI or its counsel by the Company from matters occurring prior to the Closing Date and not listed on any Schedule of the Company, where such liability would have been required to be listed on a Schedule; (vi) all Taxes of the Company with respect to any taxable period ending on or before the StockholdersFunding and Consummation Date (or for any taxable period beginning before and ending after the Funding and Consummation Date to the extent allocable to the portion of such period beginning before and ending on the Funding and Consummation Date) to the extent such Taxes exceed the amount of the current liability accruals for Taxes (exclusive of reserves for deferred Taxes established to reflect timing differences) reflected on the balance sheet of the Company as of September 30, 1997 as adjusted for Company operations in the ordinary course of business through the Funding and Consummation Date in accordance with generally accepted accounting principles consistently applied and, to the extent consistent therewith, the most recent custom and practices of the Company; provided that the portion of any periodic Tax attributable to a taxable year or period beginning before and ending after the Funding and Consummation Date shall be determined by apportioning the Tax for the entire year or period based upon the number of days in the year or period, except that any such Tax measured by income or receipts shall be apportioned based upon actual results of operations through the end of the Funding and Consummation Date; (vii) all liabilities of the Company, if any, for the Taxes of any other person, pursuant to Code Section 1.1502-6 or other law, as a transferee or successor, by contract or otherwise; or (viii) all Transfer and other Taxes arising from the transactions contemplated by this Agreement; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of UniCapital, Newco QSI or the Surviving Corporation Company to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital QSI counsel and to QSI for inclusion in the final prospectus, and such information was not so includedincluded or properly delivered, and (B) that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 10.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, each StockholderThe STOCKHOLDERS covenant and agree that they, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco TSII and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns COMPANY at all times times, from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) Date, from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapital, Newco or the Surviving Corporation TSII as a result of or arising from (ai) any breach of the representations and warranties made by of the Stockholders STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment breach of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS, and provided to TSII or its counsel by the COMPANY or the STOCKHOLDERS contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which information was not provided to UniCapital or its counsel schedule shall be prepared by the Company or the StockholdersTSII; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of UniCapital, Newco or the Surviving Corporation TSII to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders STOCKHOLDERS provided, in writing, corrected information to UniCapital TSII counsel and to TSII for inclusion in the final prospectus, and such information was not so includedincluded or properly delivered, and (B) that no STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other STOCKHOLDER.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject After the Effective Time, subject to the limitations contained in Section 12.5 hereof, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will shall indemnify, defend, protect and hold harmless UniCapital, Newco UniCapital and the Surviving Corporation and their respective its officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapital, Newco or the Surviving Corporation UniCapital as a result of or arising from (a) any breach of the representations and warranties made by the Individual Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (b) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company any Stockholder under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (dc) any liability under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company, any CLA Company or the Stockholders any Stockholder contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), which statement was provided or was based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, "Identified Disclosure" (as defined below) or (ii) any omission or alleged omission to state therein in the Identified Disclosure of a material fact relating to the Company, any CLA Company or the Stockholders any Stockholder required to be stated therein or necessary to make the statements therein not misleading, which information was not provided to UniCapital or its counsel by the Company, any CLA Company or the Stockholdersany Stockholder; provided, however, that such indemnity shall not inure to the benefit of UniCapitalUniCapital or any other indemnified person, Newco or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Company, any CLA Company or the Stockholders provided, in writing, corrected information to UniCapital for inclusion in the final prospectus, and such information was not so included. For purposes hereof, the term "Identified Disclosure" means (i) the disclosure contained under the captions "PROSPECTUS SUMMARY--The Founding Companies--Cauff, Lippxxx Xxxation, Inc. ("Cauff Lippxxx")," MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL CONDITION AND OPERATION RESULTS--The Founding Companies--Cauff, Lippxxx Xxxation, Inc." and BUSINESS--The Founding Companies--Cauff, Lippxxx Xxxation, Inc." or (ii) under any other caption identified in writing by UniCapital to the Stockholders as being included in the Identified Captions in any preliminary prospectus or the final prospectus forming a part the Registration Statement, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), which disclosure was provided or was based upon information or documents provided to UniCapital or its counsel by the Company, any CLA Company or any Stockholder.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each StockholderSTOCKHOLDER, jointly and severally, covenants covenant and agrees agree that such Stockholder they will indemnify, defend, protect and hold harmless UniCapitalUSFLORAL, Newco NEWCO and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFLORAL, Newco NEWCO or the Surviving Corporation as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders STOCKHOLDERS set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or STOCKHOLDERS, and provided to USFLORAL or its counsel by the Stockholders COMPANY or STOCKHOLDERS, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFLORAL or its counsel by the Company COMPANY or the Stockholders; STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFLORAL, Newco NEWCO or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders STOCKHOLDERS provided, in writing, corrected information to UniCapital USFLORAL for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each Stockholderof the STOCKHOLDERS, jointly and severally, covenants and agrees that such Stockholder they will indemnify, defend, protect and hold harmless UniCapitalUSFLORAL, Newco NEWCO and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFLORAL, Newco NEWCO or the Surviving Corporation as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders STOCKHOLDERS set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANIES under this Agreement, (c) the business, operations or assets of the Company Agreement prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANIES or STOCKHOLDERS, and provided to USFLORAL or its counsel by the Stockholders COMPANIES or STOCKHOLDERS, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company COMPANIES or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFLORAL or its counsel by the Company COMPANIES or the Stockholders; STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFLORAL, Newco NEWCO or the Surviving Corporation to the extent that (i) such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders STOCKHOLDERS provided, in writing, corrected information to UniCapital USFLORAL for inclusion in the final prospectus, and such information was not so includedincluded or (ii) such untrue statement (or alleged untrue statement) or omission (or alleged omission) was corrected in writing by the STOCKHOLDERS prior to the effectiveness of the Registration Statement and such correction was not made in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each Stockholderthe Stockholders, jointly and severally, covenants covenant and agrees agree that such Stockholder they will indemnify, defend, protect and hold harmless UniCapitalUSFloral, Newco and the Surviving Corporation and their respective officers, stockholdersStockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFloral, Newco or the Surviving Corporation Corporations as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities Act, the Securities Exchange Act of 19341933, as amended amended, (the "Exchange 1933 Act") ), the Exchange Act or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company (including the Company's Subsidiaries) or Stockholders, and provided to USFloral or its counsel by the Stockholders Company (including any Company Subsidiary) or Stockholders, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company (including any Company Subsidiary) or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFloral or its counsel by the Company (including the Company's Subsidiaries) or the Stockholders; , provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFloral, Newco or and the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital USFloral for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, each Stockholder, jointly The STOCKHOLDERS covenant and severally, covenants and agrees agree that such Stockholder they will indemnify, defend, protect and hold harmless UniCapital, Newco TSII and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns COMPANY at all times times, from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) Date, from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapital, Newco or the Surviving Corporation TSII as a result of or arising from (ai) any breach of the representations and warranties made by of the Stockholders STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment breach of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS, and provided to TSII or its counsel by the COMPANY or the STOCKHOLDERS contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which information was not provided to UniCapital or its counsel schedule shall be prepared by the Company or the StockholdersTSII; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of UniCapital, Newco TSII or the Surviving Corporation COMPANY to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders STOCKHOLDERS provided, in writing, corrected information to UniCapital TSII counsel and to TSII for inclusion in the final prospectus, and such information was not so includedincluded or properly delivered, and (B) that the STOCKHOLDERS shall not be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other STOCKHOLDER.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapitalUSFloral, Newco Newcos and the Surviving Corporation Corporations and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFloral, Newco Newcos or the Surviving Corporation Corporations as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the either Company under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the either Company or the Stockholders Stockholders, and provided to USFloral or its counsel by either Company or the Stockholders, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the either Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFloral or its counsel by the either Company or the Stockholders; , provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFloral, Newco or Newcos and the Surviving Corporation Corporations to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital USFloral for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, each Stockholder, Stockholder jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapital, Newco or the Surviving Corporation as a result of or arising from (a) any breach of the representations and warranties made by the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (b) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (d) any liability under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act), which statement was provided or was based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, which information was not provided to UniCapital or its counsel by the any Company or the Stockholders; provided, however, that such indemnity shall not inure to the benefit of UniCapital, Newco or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each StockholderSTOCKHOLDERS, jointly and severally, covenants covenant and agrees agree that such Stockholder they will indemnify, defend, protect and hold harmless UniCapitalUSFLORAL, Newco NEWCO and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFLORAL, Newco NEWCO or the Surviving Corporation as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders STOCKHOLDERS set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company any COMPANY under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities Act of 1933, as amended, (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company any COMPANY or the Stockholders STOCKHOLDERS, and provided to USFLORAL or its counsel by any COMPANY or STOCKHOLDERS, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company any COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFLORAL or its counsel by the Company any COMPANY or the Stockholders; STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFLORAL, Newco or NEWCO and the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders STOCKHOLDERS provided, in writing, corrected information to UniCapital USFLORAL for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations --------------------------------------- contained in Section 12.5 hereof, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapitalUSFloral, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.6) from and against all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") incurred by UniCapitalUSFloral, Newco or the Surviving Corporation as a result of or arising from (ai) any breach of the representations and warranties made by the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (bii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, (c) the business, operations or assets of the Company prior to the Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Merger Effective Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement, or (diii) any liability under the Securities 1933 Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other federal Federal or state law or regulation, at common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders Stockholders, and provided to USFloral or its counsel by the Company or the Stockholders, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the Securities Act)thereto, which statement was provided or was arising out of or based upon information or documents provided to UniCapital or its counsel by the Company or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, which information was and not provided to UniCapital USFloral or its counsel by the Company or the Stockholders; , provided, however, that such indemnity shall not inure to the benefit of UniCapitalUSFloral, Newco or and the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus and the Stockholders provided, in writing, corrected information to UniCapital USFloral for inclusion in the final prospectus, and such information was not so included.