Common use of GENERAL INDEMNIFICATION BY STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 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 12.5) 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 Company or the Stockholders set forth herein or in 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 or (c) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Closing Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 hereofStockholders agree that they will, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defenddefend (as to third party claims only), protect and hold harmless UniCapitalBuyer, Newco and the Surviving Corporation Corporation, Company and their respective officers, stockholdersshareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parentsparent, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date (as defined in Section 12.5) from and against all liabilities claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and reasonable expenses, and reasonable expenses of investigation) (collectively, "LossesClaims") whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred by UniCapital, Newco or the Surviving Corporation as a result of or arising from incident to: (a) any breach of of, misrepresentation in, untruth in or inaccuracy in the representations and warranties made by the Company or Stockholders (including, without limitation, those relating to the Stockholders environmental condition of the Land and Company's environmental compliance), set forth herein or in the schedules Schedules, Exhibits or certificates attached hereto or delivered in connection herewith, pursuant hereto; (b) any nonfulfillment or nonperformance of any agreement, covenant or agreement condition on the part of the Stockholders or the Company under made in this Agreement or Agreement; (c) nonfulfillment or nonperformance of any agreement, covenant or condition on the business, operations part of Company made in this Agreement and to be performed on or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to before the Closing Date; (d) the matters set forth in Section 11.1; (e) the existence of liabilities of Company in excess of the liabilities represented by Stockholders and Company consistent with Sections 2.4 and 10.2; and (f) any claim by a third party that, other than Losses arising from matters expressly disclosed if true, would mean that a condition for indemnification set forth in the Financial Statements, subsections (a) through (e) of this Agreement or the Schedules to this AgreementSection 12.2 had been satisfied.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject After the Effective Time, subject to the limitations contained in Section 12.4 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 12.512.6) 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 Company or the Individual Stockholders set forth herein or in 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 Agreement, or (c) any liability under the businessSecurities Act, operations the Securities Exchange Act of 1934, as amended (the "Exchange Act") or assets other federal or state law or regulation, at common law or otherwise, arising out of the Company prior or based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the Closing Date Company, any NSJ Company or any Stockholder contained under the actions "Identified Disclosure" (as defined below) or omissions of the Company's directors, officers, stockholders, employees (ii) any omission or agents prior alleged omission to the Closing Date, other than Losses arising from matters expressly disclosed state in the Financial Statements, this Agreement or the Schedules to this Agreement.the

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 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 12.512.4) 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 Company or the Stockholders set forth herein or in 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 or (c) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Closing Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 12.5 hereof, each Stockholder, Stockholder jointly and severally, 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 12.512.6) 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 Company or the Stockholders set forth herein or in 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 or Agreement, (c) the business, operations or assets of the Company and its Subsidiary prior to the Closing Merger Effective Date or the actions or omissions of the Company's or its Subsidiary's directors, officers, stockholders, employees employees, agents or agents partners prior to the Closing 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 (including its Subsidiary) 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 (including its Subsidiary) or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company (including its Subsidiary) 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 (including its Subsidiary) 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 12.4 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 12.512.4) 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 Company or the Stockholders set forth herein or in the schedules or certificates delivered in 45 connection herewith, (b) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement or (c) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Closing Date, other than Losses arising from matters expressly disclosed in the Financial Statements, this Agreement or the Schedules to this Agreement.

GENERAL INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 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 12.512.6) 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 Company or the Stockholders set forth herein or in 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 or Agreement, (c) the business, operations or assets of the Company prior to the Closing Merger Effective Date or the actions or omissions of the Company's directors, officers, stockholders, employees or agents prior to the Closing 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 (including its Subsidiaries) 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 (including its Subsidiaries) or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company (including its Subsidiaries) 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 (including its Subsidiaries) 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 12.4 12.5 hereof, each StockholderStockholder who is a stockholder of the Company, 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 12.512.6) 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 Company or the Stockholders set forth herein or in 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 or Agreement, (c) the business, operations or assets of the Company or any Subsidiary prior to the Closing Merger Effective Date or the actions or omissions of the Company's or any Subsidiary's directors, officers, stockholders, employees or agents prior to the Closing Merger Effective Date, other than Losses arising from matters expressly disclosed in the Audited 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 (including its Subsidiaries) 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 any Company (including its Subsidiaries) or the Stockholders, or (ii) any omission or alleged omission to state therein a material fact relating to the Company (including its Subsidiaries) 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 (including its Subsidiaries) 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.