Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDER Clause in Contracts

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.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

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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 AgreementAgreement and/or any instrument delivered by Stockholder as a part of the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees that it he will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCARE and its subsidiaries and all of their officers, directors, employees, stockholdersStockholder, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcare Usa Inc)

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GENERAL INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder covenants and agrees that it he will indemnify, defend, protect, and hold harmless the Surviving CorporationCompany, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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