Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDER Clause in Contracts

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 Stockholder covenants and agrees that he will indemnify, defend, protect and hold harmless CSIHome, NEWCONewco, the COMPANY Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration DateDate (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), 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 CSIHome, NEWCONewco, the COMPANY Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDER Stockholder or either COMPANY the 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 Stockholder or either COMPANY the 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 the Company or the STOCKHOLDERStockholder, and provided to CSI Home or its counsel by either COMPANY the Company or the STOCKHOLDER Stockholder (but in the -42- case of the STOCKHOLDERStockholder, 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 the Company or the STOCKHOLDER 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 CSIHome, NEWCONewco, the COMPANY 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 Stockholder provided, in writing, corrected information to CSI Home counsel and to CSI Home for inclusion in the final prospectus, and such information was not so included or properly delivered, and provided further, 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. Home and Newco acknowledge and agree that other than the representations and warranties of Company or Stockholder specifically contained in this Agreement, there are no representations or warranties of Company or Stockholder, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. Home and Newco further acknowledge and agree that, should the Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. Home and Newco hereby waive, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The STOCKHOLDER Subject to the limitations set forth in Section 11.5, the Stockholder covenants and agrees that he will indemnify, defend, protect and hold harmless CSIPentacon, NEWCONewco, the COMPANY Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration DateDate (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), 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 CSIPentacon, NEWCONewco, the COMPANY Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDER Stockholder or either COMPANY the Company set forth herein or on the definitive, final schedules or certificates delivered by them in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDER or either COMPANY Stockholder or, prior to Closing, the 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 the Company or the STOCKHOLDERStockholder, and provided in writing to CSI Pentacon or its counsel by either COMPANY the Company or the STOCKHOLDER (but in the case of the STOCKHOLDER, only if such statement was provided in writing) contained Stockholder for inclusion 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 the Company or the STOCKHOLDER 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 CSIPentacon, NEWCONewco, the COMPANY 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 Stockholder provided, in writing, corrected information to CSI Pentacon counsel and to CSI Pentacon for inclusion in the final prospectus, and such information was not so included or properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1(iii) to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. Pentacon and Newco acknowledge and agree that other than the representations and warranties of Company or Stockholder specifically contained in this Agreement, there are no representations or warranties of Company or Stockholder, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. Pentacon, Newco and the Company further acknowledge and agree that, should the Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11.1. Pentacon, Newco and the Company hereby waive, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise (and other than pursuant to the terms of this Agreement).

GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The STOCKHOLDER covenants and agrees that he it will indemnify, defend, protect and hold harmless CSICTS, 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 reasonable expenses of investigation) incurred by CSICTS, 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 the 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 the 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 the COMPANY or the STOCKHOLDER, and provided to CSI CTS or its counsel by either the COMPANY or the STOCKHOLDER (but in the case of the STOCKHOLDER, only if such statement was provided in writing) contained for inclusion 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 by the COMPANY and/or the STOCKHOLDER to state therein a material fact relating to either the COMPANY or the STOCKHOLDER required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party or Acquired Party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise; provided, however, that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of CSICTS, 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 CTS counsel and to CSI CTS for inclusion in the final prospectus, and such information was not so included or properly delivered.

GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Subject to the ------------------------------------------ limitations contained in Section 12.5 hereof, the STOCKHOLDER covenants and agrees that he will indemnify, defend, protect and hold harmless CSIUSFLORAL, NEWCO, the COMPANY NEWCO and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times, times from and after the date of this Agreement until the Expiration Date, Date (as defined in Section 12.6) 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 CSIUSFLORAL, NEWCO, the COMPANY NEWCO or the Surviving Corporation as a result of or arising from from: (i) any breach of the representations and warranties of made by the STOCKHOLDER or either COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, ; (ii) any breach nonfulfillment of any agreement on the part of the STOCKHOLDER or either the COMPANY under this Agreement, ; or (iii) any liability under the Securities Act of 1933, as amended (the "1933 Act"), the 1934 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 any untrue statement or alleged untrue statement of a material fact relating to either the COMPANY or the STOCKHOLDER, and provided to CSI USFLORAL or its counsel by either the COMPANY or the STOCKHOLDER (but in the case of the STOCKHOLDER, only if such statement was provided in writing) contained in any preliminary prospectus, 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 the COMPANY or the STOCKHOLDER required to be stated therein or necessary to make the statements therein not misleading, and not provided to USFLORAL or its counsel by the COMPANY or the STOCKHOLDER, provided, however, that such indemnity shall not inure to the benefit of CSIUSFLORAL, NEWCO, the COMPANY or NEWCO and 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 USFLORAL for inclusion in the final prospectus, and such information was not so included or properly deliveredincluded.

GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The STOCKHOLDER Subject to the ------------------------------------------ limitations contained in Section 12.5 hereof, the Stockholder, covenants and agrees that he will indemnify, defend, protect and hold harmless CSIUSFloral, NEWCO, the COMPANY Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times, times from and after the date of this Agreement until the Expiration Date, Date (as defined in Section 12.6) 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 CSIUSFloral, NEWCO, the COMPANY Newco or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of made by the STOCKHOLDER or either COMPANY Stockholder set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach nonfulfillment of any agreement on the part of the STOCKHOLDER Stockholder or either COMPANY the Company under this Agreement, 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 the Company or the STOCKHOLDERStockholder, and provided to CSI USFloral or its counsel by either COMPANY the Company or the STOCKHOLDER (but in the case of the STOCKHOLDERStockholder, only if such statement was provided in writing) contained in any preliminary prospectus, 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 the Company or the STOCKHOLDER Stockholder required to be stated therein or necessary to make the statements therein not misleading, and not provided to USFloral or its counsel by the Company or the Stockholder, provided, however, that such indemnity shall not inure to the benefit of CSIUSFloral, NEWCO, the COMPANY or Newco and 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 Stockholder provided, in writing, corrected information to CSI counsel and to CSI USFloral for inclusion in the final prospectus, and such information was not so included or properly deliveredincluded.

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 the 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 the 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 the COMPANY or the STOCKHOLDER, and provided to CSI or its counsel by either the 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 the 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 he it will indemnify, defend, protect and hold harmless CSICTS, 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 reasonable expenses of investigation) incurred by CSICTS, 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 the 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 the 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 the COMPANY or the STOCKHOLDER, and provided to CSI CTS or its counsel by either the COMPANY or the STOCKHOLDER (but in the case of the STOCKHOLDER, only if such statement was provided in writing) contained for inclusion 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 by the COMPANY and/or the STOCKHOLDER to state therein a material fact relating to either the COMPANY or the STOCKHOLDER required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise; provided, however, that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of CSICTS, 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 CTS counsel and to CSI CTS 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 he will indemnify, defend, protect and hold harmless CSIVPI, NEWCO, NEWCO and the COMPANY and (as the Surviving Corporation Corporation) at all times, from and after the date of this Agreement until the Expiration Date, from and against all losses, 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 CSIVPI, NEWCO, NEWCO and the COMPANY or (as the Surviving Corporation Corporation) as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDER or either the COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDER or either the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal 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 solely to either the COMPANY or the stockholders of the COMPANY, and provided to VPI or its counsel by the 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 solely to either the COMPANY or the STOCKHOLDER stockholders of the COMPANY 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 Schedule shall be prepared by VPI, provided, however, that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of CSIVPI, 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 VPI counsel and to CSI VPI for inclusion in the final prospectus, and such information was not so included or properly delivered.