Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco the Buyer and the Surviving Corporation and their respective its officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any liability which is not an Assumed Liability; (ii) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (iiiii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iiiiv) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (ivv) the matters disclosed on SCHEDULES 5.23 Schedules 4.23 (conformity with law; litigation), 5.24 4.24 (taxes), ) and 5.27 4.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.19.1. (c) any judgment, and all legal fees and costs, incurred by the Company related to the Linkerhoker case.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than a) After the Stockholders set forth on SCHEDULE 5 who shall Merger Effective Time, the Stockholders, severally, but not be required jointly, and only to indemnify any party hereunder), jointly the extent of the Merger Consideration each Stockholder receives in this transaction and severallywith respect to each Claim pro rata in accordance with each Stockholder's stock ownership immediately prior to the Merger Effective Time, covenant and agree to indemnify, defend, protect and hold harmless CCCNII, Newco and the Surviving Corporation FMTTM and their respective officers, directors, employees, stockholders, heirs, successors, assigns, successors affiliates and affiliates representatives (individually, a an "CCC Buyer Indemnified Party" and --------------------- collectively, the "CCC Buyer Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, Taxes, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Buyer Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of or inaccuracy in any representation or warranty of the Stockholders or the Company set forth in Article 3 of this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company pursuant to this Agreement; (ii) with respect to any covenant or agreement under this Agreement, the nonfulfillment of any such covenant or agreement by the Company prior to the Closing Date; and (iii) any Former Stockholder Payments paid after the Closing in connection herewithexcess of the amount funded into the Former Stockholder Escrow. (b) After the Merger Effective Time, each Stockholder covenants and agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against and in respect of: (i) any breach of or inaccuracy in any representation or warranty of such Stockholder set forth in Section 5.18 of this Agreement or in any Schedule or certificate, delivered by or on behalf of such Stockholder pursuant to this Agreement; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, such Stockholder under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco Purchaser and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a "CCC an “Indemnified Party" ” and --------------------- collectively, the "CCC “Indemnified Parties"”) from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' ’ fees and disbursements of every kind, nature and description) (collectively, "“Damages"”) suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company’s directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement Statements or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 Sections 4.22 (conformity with lawLaw; litigation), 5.24 4.23 (taxes), ) and 5.27 4.26 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.19.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco Buyer and the Surviving Corporation Company and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholdersstockholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 Schedules 3.23 (conformity with law; litigationenvironmental matters), 5.24 3.25 (employee benefit plans), and 3.26 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, severally covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco Buyer and the Surviving Corporation and their its respective officers, directors, employees, stockholders, assigns, successors and affiliates affiliates, including without limitation, the Company (individually, a an "CCC FTI Indemnified Party" and --------------------- collectively, the "CCC FTI Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims (including, without limitation, third party claims), damages, punitive or exemplary damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC any FTI Indemnified Parties Party in connection with, resulting from or arising out of, directly or indirectly: (i) subject to subsection 8.1(b), any breach or inaccuracy of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Stockholder of the Stockholders or the Company in connection herewith; or; (ii) any nonfulfillment of any covenant or agreement by on the Stockholders or, prior to part of the Effective Time, the Company, under this Agreement; orStockholders; (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from except for such matters expressly as are (A) otherwise disclosed in the Company Audited Financial Statements, this Agreement or the Schedules schedules to this Agreement; oror (B) not disclosed in this Agreement or the schedules to this Agreement if such non-disclosure relates to a matter that is the subject of a representation or warranty in this Agreement and the non-disclosure is solely due to the matter being below the materiality threshold established in such specific representation or warranty; (iv) the those matters disclosed set forth on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental mattersSchedule 3.26(b) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms8.1(a) or incorporated by reference therein; andor (bv) unless there is no valid underlying claim to indemnification, any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1. (b) Notwithstanding anything to the contrary in Section 8.1(a), the Stockholders shall have no liability for indemnification under Section 8.1(a)(i) except for Damages arising out of a breach or inaccuracy of any representation or warranty contained in this Agreement of which the Stockholders or either of them, has or had actual knowledge. For purposes of this Agreement, the phrase "actual knowledge" means the knowledge of the Stockholders, Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Laumon, Xxxxxxx Xxxxxxxx, or any of them, or the other directors and officers of the Company (if any), including, without limitation, facts of which such persons, in the reasonably prudent exercise of their duties, should be or should have been aware. (c) Provided the Closing occurs and if any FTI Indemnified Parties have the right to indemnification under this Agreement, the Stockholders waive any right of contribution, indemnification or other similar right against Buyer or the Company arising out of the Articles of Incorporation and Regulations of the Company. The Stockholders agree that any claims of Buyer and its officers, directors, employees and agents or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Company.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, severally covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco Buyer and the Surviving Corporation and their its respective officers, directors, employees, stockholders, assigns, successors and affiliates affiliates, including without limitation, the Company (individually, a an "CCC FTI Indemnified Party" and --------------------- collectively, the "CCC FTI Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC FTI Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Stockholder of the Stockholders or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by on the part of the Stockholders or, prior to the Effective TimeClosing Date, the Company, under in this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Effective Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly except as otherwise disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) any Liability of the matters disclosed Company for Taxes for any Taxable period or portion thereof ending on SCHEDULES 5.23 or before the Closing Date; without limiting the foregoing and for the avoidance of doubt, the Stockholders shall have no indemnification obligation for any Taxes of the Company that result solely from a change from the cash method of accounting to the accrual method of accounting; or (conformity with lawv) failure of the Company to collect any of its accounts receivable in the ordinary course of business; litigation), 5.24 or (taxes), and 5.27 (environmental mattersvi) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant litigation or other claims of any kind brought against the Company after the Closing for acts or omissions of the Company or the Stockholders prior to their terms; andClosing. (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1. Provided the Closing occurs, the Stockholders waive any right of contribution or other similar right against the Buyer or the Company arising out of the Company's representations, warranties, covenants and agreements contained herein and agree that any claims of the Buyer and its officers, directors, employees and agents or the Company hereunder, whether for indemnification or otherwise, may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Company.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, severally covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco Buyer and the Surviving Corporation Company and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (other than the Stockholders and R. M. Flower) (individually, a "CCC an “Indemnified Party" ” and --------------------- collectively, the "CCC “Indemnified Parties"”) from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' ’ fees and disbursements of every kind, nature and description) (but excluding Litigation Expenses) (collectively, "“Damages"”) suffered, ------- sustained, incurred or paid by the CCC any Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: indirectly (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date date hereof or the actions or omissions of the Stockholders or the Company’s directors, officers, shareholdersstockholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreementdate hereof; or (iv) the matters disclosed on SCHEDULES 5.23 any liabilities and obligations set forth in Schedule 8.1(a)(iv) (conformity with law; litigation)“Excluded Liabilities”) or (v) any breach or default by any person of a certain Lease Agreement dated August 19, 5.24 (taxes)1999 between Cabot Industrial Properties, L.P., successor in interest to Primera Palisades, LP, and 5.27 (environmental matters) Probity Electronics, Inc. or that certain Sublease Agreement dated August 31, 2004, between Probity Electronics, Inc. and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms; andCompany; (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1; and (c) any and all Damages arising from any litigation or disputes arising from any actions or events occurring in periods prior to the Closing Date. The Stockholders shall have no obligation to make any indemnification payment required under this Section 8.1 for any amount in excess of the Indemnification Cap (as hereinafter defined), other than any claim resulting from actual fraud, any breach of any representation or warranty contained in any of the Excluded Representations, any knowing breach of any representation or warranty contained in Sections 3.11, 3.15, 3.16, 3.17 or 3.26 of this Agreement, any breach of any covenant, obligation or agreement set forth in Articles I, II, V or VIII of this Agreement or any breach of any confidentiality, non-disclosure or noncompete covenant, obligation or agreement set forth in the Employment Agreements, the Rights Assignment Agreements or any other agreement to which either of the Stockholders and either the Company or Buyer are parties. The “Excluded Representations” include those set forth Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.8, 3.12, 3.13(b) and 3.18 of this Agreement. The “Indemnification Cap” shall be equal to the Purchase Price including, without limitation, the Earn Out Amount, plus the aggregate amount of the Related Party Loans as set forth in Schedule 5.1(b) actually paid (excluding commissions and salary due to the Stockholders for periods prior to the date hereof as set forth in Schedule 5.1(b)) plus any other amount received by any of the Stockholders in cash, stock, reduction of indebtedness or otherwise under this Agreement, the transactions contemplated herein or the purchase of the additional 10% equity interest in the Company by Buyer from the Shareholders.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco USFloral and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company Companies set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company Companies in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the CompanyCompanies, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company Companies prior to the Closing Date or the actions or omissions of the Saint Ann's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Saint Xxx Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 Schedules 4.23 (conformity with law; litigation), 5.24 4.24 (taxes), ) and 5.27 4.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.19.1. (c) Amounts due and payable for anti-dumping duties for periods prior to March 1, 1998 in amounts in excess of reserve for such anti-dumping duties and any rebates received before or after Closing relating to anti-dumping review by the United States Department of Commerce.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than Subject to the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunderprovisions of Section 1.2(a)(iii), each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCBuyer, Newco Workflow and the Surviving Corporation Company and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholdersstockholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) (A) the matters disclosed on SCHEDULES 5.23 Schedules 3.23 (environmental matters), 3.25 (employee benefit plans), 3.26 (taxes), 3.27 (conformity with law; litigation), 5.24 (taxes), B) the failure of the Company's customers to purchase any inventory procured prior to the date hereof by the Company and 5.27 held for the account of a specific customer and (environmental mattersC) any claim by any state or locality that the Company is liable (with respect to its operations prior to Closing) for any sales and use taxes in such jurisdiction or the failure of the Company (prior to Closing) to pay any receivables from related persons that are listed on Schedule 8.13 sales and are not repaid pursuant use taxes due to their termsany state or locality; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCBuyer, Newco and the Surviving Corporation Company, Workflow and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders Stockholders, DGI, HRD or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or DGI, HRD or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, DGI or HRD under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company Company, DGI or HRD prior to the Closing Date or the actions or omissions of the Company's, DGI's or HRD's directors, officers, shareholdersstockholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 Schedules 3.23 (environmental matters), 3.25 (employee benefit plans), 3.26 (taxes), 3.27 (conformity with law; litigation); or (v) any amount of Tax liability owed or owing by the Stockholders, 5.24 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed DGI or HRD in excess of the total amount of such liability shown on Schedule 8.13 3.26 (a) with respect to the Tax liens and are not repaid pursuant Tax years identified thereon, including any adjustments to their termssuch Tax liability; or (vi) the failure of the Company to keep in effect insurance policies generally or to insure its business, assets, operations or Real Property specifically; or (vii) the failure of the Company's customers to purchase any inventory procured prior to the date hereof by the Company and held for the account of a specific customer; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco Buyer and the Surviving Corporation Company and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholdersstockholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) (A) the matters disclosed on SCHEDULES 5.23 Schedules 3.23 (environmental matters), 3.25 (employee benefit plans), 3.26 (taxes), and 3.27 (conformity with law; litigation), 5.24 (taxesB) the failure of the Company (prior to Closing) to comply with the federal, state or local immigration laws in connection with the Company's hiring and retention of its employees, (C) any actions taken by the Small Business Administration ("SBA") to enforce the Company's guaranty of certain debt owed by the Stockholders to the SBA in connection with the Stockholder Real Property pursuant to a Note and related Deed of Trust dated March 29, 1996, such guaranty being further described and identified on Schedule 5.3(b), and 5.27 (environmental mattersD) and any receivables from related persons that are listed breaches by the Company (prior to Closing) of the Company's obligations under any collective bargaining agreement governing any employees of the Company, (E) any violation by the Company (prior to Closing) of workers compensation laws, or (F) the failure of the Company (prior to Closing) to file on Schedule 8.13 and are not repaid pursuant to their termsa timely basis Form 5500s with the Internal Revenue Service; and (bv) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.18.1. (b) Buyer covenants and agrees to indemnify, defend, protect and hold harmless the Stockholders from, against and in respect of all Damages suffered, sustained, incurred or paid by the Stockholders in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of Buyer set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of Buyer in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by Buyer under this Agreement; or (iii) the business, operations or assets of the Company following the Closing Date, or the actions or omissions of the Company's directors, officers, stockholders, employees or agents after the Closing Date; provided, however, that notwithstanding the foregoing (and notwithstanding anything to the contrary in the lease with respect to the Stockholder Real Property being entered into pursuant to Sections 6.12 and 7.5), Buyer shall have no indemnification obligations under this Agreement (or such lease) to the extent any post-Closing Damages occur as a result of the sole actions or sole omissions of either of the Stockholders (or actions or omissions taken by other persons at the direction of either of the Stockholders) in their capacity as officers or employees of the Company; and (iv) any and all Damages incident to any of the foregoing or to the enforcement of this Section 8.1(b).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Xxxxxxx X. Xxxxx, jointly and severally, covenant and agree each of the other Stockholders, severally, covenants and agrees to indemnify, defend, protect and hold harmless CCCUSFloral, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under Articles 7, 11 and 12 of this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES Schedules 5.22 (employee benefit plans) (but solely to the extent set forth on such Schedule 5.22 in response to the second paragraph of Section 5.22 hereof), 5.23 (conformity with law; litigation), 5.24 (taxes), ) and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than Subject to the Stockholders limitations set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)in Section 10.2, each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCUSFloral, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than (i) Damages arising from matters expressly disclosed reflected in the Company Financial Statements, (ii) liabilities (as defined in Section 5.11(d)) incurred in the ordinary course of business since the Balance Sheet Date or (iii) Damages expressly disclosed in this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES Schedules 5.23 (conformity with law; litigation), 5.24 (taxes), ) and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco Purchaser and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified PartyINDEMNIFIED PARTY" and --------------------- collectively, the "CCC Indemnified PartiesINDEMNIFIED PARTIES") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "DamagesDAMAGES") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective TimeClosing Date, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 4.23 (conformity with law; litigation), 5.24 4.24 (taxes), ) and 5.27 4.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1SECTION 9.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Stockholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCUSFloral, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES Schedules 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters) and any receivables from related persons that are listed on Schedule 8.13 and are not repaid pursuant to their terms); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1; and (c) any and all Damages incident to anti-dumping liabilities in excess of the reserves shown on the Company's Audited Financials.