SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations ---------------------------------------- contained in Section 12.5 hereof, notwithstanding any disclosure made in this Agreement or in the Schedules or Exhibits hereto, and notwithstanding any investigation by USFloral or Newco, the Stockholders covenant and agree that they will indemnify, defend, protect and hold harmless USFloral, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by USFloral, Newco or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company in excess of the liabilities set forth on Schedule 6.10, but only to the extent of such excess, with the parties acknowledging and agreeing that (i) the existence of liabilities (such as accounts payable) of the Company on the Merger Effective Date that are different (but not in the aggregate greater) than the liabilities of the Company set forth on Schedule 6.10 on the date hereof shall not give rise to any obligations of the Stockholder under the provisions of this Section 12 and (ii) the existence of liabilities that arise in the ordinary course of business of the Company that do not arise as a result of a breach by the Stockholders of any of their obligations set forth in Sections 8.2 or 8.3 hereof shall not give rise to any obligations of the Stockholders under the provisions of this Section 12; and (b) all liability resulting from the litigation matters listed on Schedule 6.20.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.4 hereof, notwithstanding any disclosure made in this Agreement or in the schedules or exhibits hereto, and notwithstanding any investigation by UniCapital or Newco, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement, from and against all Losses incurred by UniCapital, Newco or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company (including its Subsidiaries) in excess of the liabilities set forth on Schedule 6.13, to the extent of such excess; (b) the failure of the Company or the Stockholders to file all required Form 5500's prior to the Closing Date; (c) the litigation matters listed on Schedule 6.25; (d) the tax matters listed on Schedule 6.27; and (e) all Scheduled Payments due but unpaid as of the Closing Date, net of applicable reserves reflected on the balance sheet of the Company immediately prior to the preparation of the Closing Date Balance Sheet.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, notwithstanding any disclosure made in this Agreement or in the schedules or exhibits hereto, and notwithstanding any investigation by UniCapital or Newco, each Stockholder, jointly and severally, shall indemnify, defend, protect and hold harmless UniCapital and its respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement, from and against all Losses as a result of or incident to: (a) the existence of liabilities of the Company or any CLA Company (i) that are required to be set forth on Schedules 6.13(a) or (b) that have not been so set forth or (ii) the ultimate assessment of any liability in excess of any amount set forth on Schedule 6.13(b), to the extent of such excess; (b) the failure of the Company, any CLA Company or any Stockholder to file all required Form 5500's prior to the Merger Effective Date; (c) the litigation matters listed on Schedule 6.20; (d) any liabilities that are incurred by UniCapital, the Company or any CLA Company as a result of any tax matters identified on Schedule 12.2 hereto; and (e) any Material Adverse Amendments.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. 32 12.3 Indemnification by USFLORAL and NEWCO........................... 33 12.4
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 12.5 hereof, notwithstanding any disclosure made in this Agreement or in the schedules or exhibits hereto, and notwithstanding any investigation by UniCapital or Newco, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement, from and against all Losses incurred by UniCapital, Newco or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company in excess of the liabilities set forth on Schedule 6.13, to the extent of such excess; (b) the failure of the Company or the Stockholders to file all required Form 5500's prior to the Merger Effective Date; (c) the litigation matters listed on Schedule 6.25; and (d) any Material Adverse Amendments pursuant to Section 8.14 hereof.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. 45 12.4 INDEMNIFICATION BY PARENT AND THE SURVIVING CORPORATION. . . . . . 45 12.5 PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO THIRD PARTY CLAIMS . 46
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Notwithstanding the above, Stockholders agree that they will, severally, indemnify, defend, protect and hold harmless Buyer, the Surviving Corporation, Company and their respective officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, agents, parent, employees, successors and assigns at all times from and after the date of this Agreement, against all Claims (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incident to any of the following:
(a) a claim by a person of stock ownership in Company, which shall survive until the expiration of the status of limitations applicable to persons claiming stock ownership in such Company; and
(b) The litigation specified on Schedule 5.19. As to the matters set forth in (b) above, Company shall promptly pay the first $200,000 of any Claims and the Stockholders shall pay any excess. If the matters set forth in (b) above are finally resolved (either by settlement or judgment) and the aggregate amount of the Claims (as to the items in [b] above) is less than $200,000, then Company shall pay to Stockholders an amount equal to the difference between $200,000 and the aggregate amount of such Claims. All decisions as to handling of the matters described in (b) above (including settlement) shall be made by Stockholders having held (on the Closing Date) a majority of the Company stock.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. 44 12.3 Indemnification by UniCapital and Newco........................................................44 12.4
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the applicable limitations contained in Section 12.5 hereof, notwithstanding any disclosure made in this Agreement or in the schedules or exhibits hereto, and notwithstanding any investigation by UniCapital or Newco, each Stockholder, jointly and severally, covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless UniCapital, Newco and the Surviving Corporation and their respective officers, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, successors and assigns at all times from and after the date of this Agreement, from and against all Losses incurred by UniCapital, Newco or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company incurred or attributable to periods prior to the Merger Effective Date in excess of the liabilities set forth on Schedule 6.13, to the extent of such excess; (b) the failure of the Company or the Stockholders to file all required Form 5500's prior to the Merger Effective Date; (c) the litigation matters listed on Schedule 6.25; (d) any Material Adverse Amendments or New Disclosure made pursuant to Section 8.14 hereof; and (e) those Scheduled Payments delinquent for 90 days or longer as of the Closing Date net of applicable reserves reflected on the balance sheet of the Company immediately prior to the preparation of the Closing Date Balance Sheet.
SPECIFIC INDEMNIFICATION BY STOCKHOLDERS. Subject to the limitations contained in Section 10.5 hereof, notwithstanding any disclosure made in this Agreement or in the schedules or exhibits hereto, and notwithstanding any investigation by UniCapital or Newco, each Stockholder, jointly and severally, shall indemnify, defend, protect and hold harmless UniCapital and its Affiliates at all times from and after the date of this Agreement, from and against all Losses as a result of or incident to: (a) the litigation matters listed on Schedule 5.24; (b) the environmental matters listed on Schedule 5.32; (c) any matters related to the employment status of any person who, directly or through any entity, has provided or is providing services to the Company; and (d) any Material Adverse Amendments.
