Common use of INDEMNIFICATION BY LANDCARE Clause in Contracts

INDEMNIFICATION BY LANDCARE. LandCARE covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and, prior to the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), 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 the Stockholders or the Company as a result of or arising from (i) any breach by LandCARE or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (ii) any breach of any agreement on the part of LandCARE or Newco under this Agreement, (iii) any liabilities which the Stockholders may incur due to LandCARE's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Section 1 hereof (except to the extent that LandCARE or Newco has claims against the Stockholders by reason of such liabilities); or (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to LandCARE, Newco or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to LandCARE or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY LANDCARE. LandCARE covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and, prior to the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), 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 the Stockholders or the Company as a result of or arising from (i) any breach by LandCARE or Newco of their its representations and warranties set forth herein or on the schedules or certificates attached hereto, (ii) any breach of any agreement on the part of LandCARE or Newco under this Agreement, (iii) any liabilities which the Stockholders may incur due to LandCARE's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Section 1 hereof (except to the extent that LandCARE or Newco has claims against the Stockholders by reason of such liabilities); or (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to LandCARE, Newco or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to LandCARE or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY LANDCARE. LandCARE covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and, prior to the Funding and Consummation Date, the Company, at all times from and after the date of this Agreement until the -40- Expiration Date (provided that for purposes of Section 11.2(iv) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), 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 the Stockholders or the Company as a result of or arising from (i) any breach by LandCARE or Newco of their representations and warranties set forth herein or on the schedules or certificates attached hereto, (ii) any breach of any agreement on the part of LandCARE or Newco under this Agreement, (iii) any liabilities which the Stockholders may incur due to LandCARE's or Newco's failure to be responsible for the liabilities and obligations of the Company as provided in Section 1 hereof (except to the extent that LandCARE or Newco has claims against the Stockholders by reason of such liabilities); or (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to LandCARE, Newco or any of the Other Founding Companies contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to LandCARE or Newco or any of the Other Founding Companies required to be stated therein or necessary to make the statements therein not misleading.