Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless Acquiror, each Company and their respective Affiliates (other than the Stockholders) 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, court costs, witness fees and reasonable expenses of investigation) (collectively, "Losses") incurred by Acquiror, each Company, or any of their respective Affiliates (other than the Stockholders) as a result of or arising from (i) any breach of the representations and warranties of the Stockholders set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement or certificate on the part of the Stockholders contained in this Agreement, or (iii) any Tax imposed upon any Company or relating to any third party or Acquired Party for any period ending on or prior to the Closing Date relating to matters known by or under the control of the Stockholder, 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, (but excluding Taxes accrued or reserved properly on the Company Financial Statements and Taxes accruing in the ordinary course of business after the date of the Company Financial Statements).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that theyEach Stockholder, jointly and severally, will covenants and agrees to indemnify, defend, protect and hold harmless AcquirorUSFloral, each Company Newco and the Surviving Corporation and their respective Affiliates officers, directors, employees, stockholders, assigns, successors and affiliates (other than the Stockholdersindividually, an "Indemnified Party" and collectively, "Indemnified Parties") at from, against and in respect of: (a) all timesliabilities, from and after the Closing Date until the Expiration Datelosses, from and against all claims, damages, actionspunitive damages, suitscauses 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 specifically, but without limitation, limitation reasonable attorneys' fees, court costs, witness fees and reasonable expenses disbursements of investigationevery kind, nature and description) (collectively, "LossesDamages") suffered, sustained, incurred or paid by Acquirorthe Indemnified Parties in connection with, each Company, or any of their respective Affiliates (other than the Stockholders) as a result of resulting from or arising from out of, directly or indirectly: (i) any breach of the representations and warranties any representation or warranty of the Stockholders or the Company set forth herein in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the schedules or certificates delivered Company in connection herewith, ; or (ii) any breach nonfulfillment of any covenant or agreement or certificate on the part of by the Stockholders contained in or, prior to the Effective Time, the Company, under this Agreement, or ; or (iii) any Tax imposed upon any the business, operations or assets of the Company or relating to any third party or Acquired Party for any period ending on or prior to the Closing Date relating to matters known by or under the control actions or omissions of the StockholderCompany's directors, includingofficers, shareholders, employees or agents prior to the Closing Date, other than Damages arising from matters expressly disclosed 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, (but excluding Taxes accrued or reserved properly on the Company Financial Statements and Taxes accruing in the ordinary course of business after the date of 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 (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 FOUNDING STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless AcquirorICC, each Company NEWCO, the COMPANY and their respective Affiliates (other than the Stockholders) Surviving Corporation at all times, from and after the Closing Date 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, court costs, witness fees and reasonable expenses of investigation) (collectively, "Losses") incurred by AcquirorICC, each CompanyNEWCO, the COMPANY or any of their respective Affiliates (other than the Stockholders) Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders FOUNDING STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement or certificate on the part of the Stockholders contained in FOUNDING STOCKHOLDERS or the COMPANY under this Agreement, (iii) the matters described on Schedule 11.1 relating to specifically identified matters such as ongoing claims and/or litigation or (iiiiv) any Tax imposed upon any Company or relating to any third party or Acquired Party for any period ending on or prior to the a pre-Closing Date relating to matters known by or under the control of the Stockholderperiod, 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 federal, state, local or foreign law), as a transferee or successor, by contract or otherwise; provided, (but excluding Taxes accrued however, that no FOUNDING 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 reserved properly on the Company Financial Statements and Taxes accruing in the ordinary course of business after the date of the Company Financial Statements)agreement made herein individually by any other FOUNDING STOCKHOLDER.