Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS jointly ------------------------------------------- and severally (except with respect to Sections 5.28 through 5.30, which shall be several) shall indemnify, defend, protect and hold harmless HDS and the COMPANY, at all times from and after the date of this Agreement until the Expiration Date as defined in Section 5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including reasonable attorneys' fees and expenses of investigation) incurred by HDS or the COMPANY as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment of any covenant on the part of the STOCKHOLDERS or the COMPANY under this Agreement (other than the covenant in Section 10.4(iv), for which Section 11.6 provides special indemnity provisions); (iii) (intentionally omitted); and (iv) except to the extent that such untrue statement of a material fact (or alleged untrue statement of a material fact) appeared, or omission (or alleged omission) occurred, in any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS' counsel and to HDS for inclusion in the final prospectus, and such information was not so included, any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS ------------------------------------------- covenant and agree that they, jointly ------------------------------------------- and severally (except with respect to Sections 5.28 through 5.30, which shall be several) shall ), will indemnify, defend, protect and hold harmless HDS and the COMPANY, at all times from and after the date of this Agreement until the Expiration Date as defined in Section 5 above, 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 HDS or and the COMPANY as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment of any covenant agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement (other than the covenant in Section 10.4(iv), for which Section 11.6 provides special indemnity provisions)Agreement; (iii) (intentionally omitted)any liability not disclosed to HDS whether known, unknown, contingent or otherwise at the time of Closing, arising out of any acts, events, omissions or transactions occurring prior to the date of Closing; and (iv) except to the extent that such untrue statement of a material fact (or alleged untrue statement of a material fact) appeared, or omission (or alleged omission) occurred, in any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS' counsel and to HDS for inclusion in the final prospectus, and such information was not so included, any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, however, that such indemnity shall not -------- ------- inure to the benefit of HDS, the -41- 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 STOCKHOLDERS provided, in writing, corrected information to HDS counsel and to HDS for inclusion in the final prospectus, and such information was not so included.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS jointly ------------------------------------------- covenant and severally agree that they, solidarily, without benefit of division or discussion, (except with respect to Sections 5.28 5.36 through 5.30, 5.39 which shall be severaljoint) shall will indemnify, defend, protect and hold harmless HDS and VESTCOM, NEWCO, the COMPANYCOMPANY and, solely with respect to clause (v) of this Section 11.1, the Underwriters, at all times from and after the date of this Agreement Consummation Date until (A) the Expiration Date as defined in Section 5 above, in the case of an event described in (i) or (v) of this Section 11.1 below (B) 90 days after the last date on which the relevant taxing authority is entitled to assess or reassess the COMPANY (including the COMPANY'S Subsidiaries) in the case of events described in (iii), (iv) or (vi) of this Section 11.1 below and (C) the date of expiration of any applicable statute of limitations period in the case of an event described in (ii) of this Section 11.1 below, 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 HDS VESTCOM, NEWCO, the COMPANY or the COMPANY Underwriters as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22herewith, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment non fulfillment of any covenant or agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement (other than the covenant in Section 10.4(iv)Agreement, for which Section 11.6 provides special indemnity provisions); (iii) (intentionally omitted); and (iv) except to the extent that such untrue statement of a material fact (any Tax imposed upon or alleged untrue statement of a material fact) appeared, or omission (or alleged omission) occurred, in any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS' counsel and to HDS for inclusion in the final prospectus, and such information was not so included, any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in an Acquired Party for any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS.pre-Consummation

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS ------------------------------------------- covenant and agree that they, jointly ------------------------------------------- and severally (except with respect to Sections 5.28 through 5.305.29, which shall be several) shall ), will indemnify, defend, protect and hold harmless HDS and the COMPANY, at all times from and after the date of this Agreement until the Expiration Date as defined in Section 5 above, 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 HDS or and the COMPANY as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment of any covenant agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement (other than the covenant in Section 10.4(iv), for which Section 11.6 provides special indemnity provisions)Agreement; (iii) (intentionally omitted)any liability not disclosed to HDS whether known, unknown, contingent or otherwise at the time of Closing, arising out of any acts, events, omissions or transactions occurring prior to the date of Closing; and (iv) except to the extent that such untrue statement of a material fact (or alleged untrue statement of a material fact) appeared, or omission (or alleged omission) occurred, in any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS' counsel and to HDS for inclusion in the final prospectus, and such information was not so included, any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY (including the COMPANY's Subsidiaries) or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, however, that such indemnity shall -------- ------- not inure to the benefit of HDS, 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 STOCKHOLDERS provided, in writing, corrected information to HDS counsel and to HDS for inclusion in the final prospectus, and such information was not so included.