Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Landcare Usa Inc), Stock Purchase Agreement (Landcare Usa Inc), Stock Purchase Agreement (Landcare Usa Inc)

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GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCare 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

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 STOCKHOLDERS. The Stockholders covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving CorporationCompany, LandCare 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders severally covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving CorporationCompany, LandCare 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they will jointly and severally indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCare Purchaser 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 Stockholders any Stockholder set forth hereinherein or in the certificates or other documents delivered in connection herewith, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metals Usa Inc)

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GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders --------------------------------------------- covenant and agree that they will jointly and severally indemnify, defend, protect, and hold harmless Metro and the Surviving Corporation, LandCare Company and its their respective 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 (iI) any breach of any representation or warranty of the Stockholders any Stockholder set forth hereinherein or in any documents attached hereto, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metro Global Media Inc)

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving CorporationCompany , LandCare 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders jointly and severally covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCare 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 Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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