GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The STOCKHOLDER covenants and agrees that he will indemnify, defend, protect and hold harmless CSI, NEWCO, the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by CSI, NEWCO, the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDER or either COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDER or either COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to either COMPANY or the STOCKHOLDER, and provided to CSI or its counsel by either COMPANY or the STOCKHOLDER (but in the case of the STOCKHOLDER, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to either COMPANY or the STOCKHOLDER required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of CSI, NEWCO, the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDER provided, in writing, corrected information to CSI counsel and to CSI for inclusion in the final prospectus, and such information was not so included or properly delivered.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees that it will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCARE and its subsidiaries and all of their officers, directors, employees, stockholders, agents, representatives and affiliates at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Stockholder set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholder under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees to indemnify, defend, protect and hold harmless USFloral, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of:
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. 21 6.3 Specific Indemnification by the Stockholders....................21 6.4 Indemnification by LandCARE.....................................22
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees that he will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCARE and its subsidiaries and all of their officers, directors, employees, stockholders, agents, representatives and affiliates at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Stockholder set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholder under this Agreement. In addition to the foregoing, the Stockholder covenants and agrees that he will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCARE and such other persons from and against all Damages incurred by any such indemnified person as a result of or incident to any of the matters described on SCHEDULE 6.2 hereto, which indemnification shall not be subject to the limitations set forth in Section 6.6 hereof, but only to the extent that the aggregate Damages resulting from or incident to such matters exceed $10,000.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. 21 6.3 Indemnification by LandCARE.....................................21
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees to indemnify, defend, protect and hold harmless the Buyer Group from, against in respect of all Adverse Consequences against any Adverse Consequences (including any Adverse Consequences that Buyer Group may suffer after the end of any applicable survival period) that any member of the Buyer Group may suffer, sustain or become subject to as the result of, or arising from or in connection with (i) the breach by Stockholder of any representation or warranty contained in §5 of this Agreement; and (ii) any nonfulfillment or breach of any covenant or agreement on the part of Stockholder set forth in this Agreement or any Schedule, agreement, certificate or other document delivered by or on behalf of Stockholder in connection herewith.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. Stockholder covenants and agrees that he will indemnify, defend, protect and hold harmless Parent, Newco, Company and the Surviving Corporation at all times, from and after the Closing Date until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Parent, Newco, Company or the Surviving Corporation as a result of or arising from any breach of any representation, warranty, covenant or agreement on the part of Stockholder or Company under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. Subject to SECTIONS 7.4 and 7.5, the Stockholder covenants and agrees that it will indemnify, defend, protect and hold harmless PalEx, New Acme and the Surviving Corporation, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates, at all times from and after the date of this Agreement until the Expiration Date from and against all Losses incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of the Stockholder set forth herein or in the Schedules or certificates delivered in connection herewith, (b) any breach or nonfulfillment of any covenant or agreement on the part of the Stockholder or the Company under this Agreement, and (c) all income Taxes payable by the Company for all periods prior to and including the Closing Date.
GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder shall indemnify and hold NMHC and Buyer, its successors and assigns, directors, officers, and affiliates (as applicable, the “Buyer Indemnified Party”) harmless from and against any and all demands, claims, actions or causes of actions, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorney fees and expenses (including without limitation diminution in value, incidental or consequential damages, and reasonable attorneys’ fees and expenses at both the trial and appellate level, regardless of whether incurred in an action with a third-party or between the parties, inter se) (hereinafter collectively called “Damages”), whether or not involving a third party claim, which it may incur, directly or indirectly, as a result of or arising from, (a) any inaccuracy in any representation or warranty of the Company or the Stockholder under this Agreement or any of the other Acquisition Agreements (without regard to any materiality qualifier contained in such representation and warranty), (b) any breach by the Company or its Affiliates of any covenant or other agreement in the Agreement or any of the other Acquisition Agreements by any of them, (c) any Taxes for any taxable periods, or portions thereof, ending on or prior to the Closing Date (as allocated to such period pursuant to Section 8.3(a) of this Agreement); (d) any and all Taxes of any member of a consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date for which the Company is liable pursuant to Treas. Reg. § 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation or by reason of being a successor in interest or transferee of another Person; (e) any Indebtedness of the Company; (f) any Damages arising from or relating to the Department of Labor matters listed in Schedule 3.15 of the Company Disclosure Schedule (the “DOL Matter”) or (g) any Damages arising from or relating to claims with respect to the LTIP (including without limitation amounts owed to recipients of awards under the LTIP); provided, however, that such indemnification to be provided in respect of any matter referred to in clause (a) above (other than for breach of any representation or warranty set forth in Sections 3.1, 3.3, 3.4, 3.11, 3.16, 3.30 and 3.33) shall not exceed the aggregate Purchase Price; and provided, further that the Stockholder will have no liability fo...
