Common use of SPECIFIC INDEMNIFICATION BY STOCKHOLDERS Clause in Contracts

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 12.5 hereof, notwithstanding any disclosure made in this Agreement or in the Schedules schedules or Exhibits exhibits hereto, and notwithstanding any investigation by USFloral UniCapital or Newco, the Stockholders covenant each Stockholder jointly and agree severally, covenants and agrees that they such Stockholder will indemnify, defend, protect and hold harmless USFloralUniCapital, 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) Losses incurred by USFloralUniCapital, 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 6.106.13, but only to the extent of such excess, with the parties acknowledging and agreeing that ; (ib) the existence of liabilities (such as accounts payable) failure of the Company on or the Stockholders to file all required Form 5500's prior to the Merger Effective Date that are different Date; (but not in the aggregate greaterc) than the liabilities of the Company set forth tax matters listed 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 6.27; (iid) 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 6.206.25(d); (e) the matters listed on Schedule 6.5; (f) any Material Adverse Amendments pursuant to Section 8.14 hereof; (g) the matters listed on Schedule 6.30; (h) the matters listed on Schedule 6.32; (i) the matters listed on Schedule 6.35(g) and Schedule 6.35(m); (j) the matters listed on Schedule 6.36; (k) 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 and (l) any liabilities arising from the Company's guaranty of the debt obligations of Alored Associates. The Stockholders shall have no indemnification obligation pursuant to subsection (k) of the foregoing sentence with respect to any Lease as to which Scheduled Payments are not delinquent for 90 days or longer as of the Closing Date.

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 schedules or Exhibits exhibits hereto, and notwithstanding any investigation by USFloral UniCapital or Newco, the Stockholders covenant each Stockholder jointly and agree severally, covenants and agrees that they such Stockholder will indemnify, defend, protect and hold harmless USFloralUniCapital, 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) Losses incurred by USFloralUniCapital, 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 6.106.13 (excluding liabilities incurred in connection with Leases and Lease Documents in the ordinary course of business consistent with past practice and the Company's credit underwriting standards), but only to the extent of such excess, with the parties acknowledging and agreeing that ; (ib) the existence of liabilities (such as accounts payable) failure of the Company on or the Stockholders to file all required Form 5500's prior to the Merger Effective Date that are different Date; (but not in the aggregate greaterc) 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 6.206.25; (d) the tax matters listed on Schedule 6.27; (e) those Scheduled Payments delinquent for more than 90 days as of the Closing Date ("Delinquent Accounts"), net of applicable reserves reflected on the balance sheet of the Company immediately prior to the preparation of the Closing Date Balance Sheet; provided, however, that this Section 12.2(e) shall not apply to any Delinquent Accounts which at any time during the one year period after the Closing Date are not more than 90 days past due; (f) those matters listed in Schedule 6.35(d); and (g) a Material Adverse Amendment pursuant to Section 8.14 hereof.

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 schedules or Exhibits exhibits hereto, and notwithstanding any investigation by USFloral UniCapital or Newco, the Stockholders covenant each Stockholder, jointly and agree severally, covenants and agrees that they such Stockholder will indemnify, defend, protect and hold harmless USFloralUniCapital, 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) Losses incurred by USFloralUniCapital, Newco or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company or its Subsidiaries incurred or attributable to periods prior to the Merger Effective Date in excess of the liabilities set forth on Schedule 6.106.13 (excluding liabilities incurred in connection with Leases in the ordinary course of business consistent with past practice and the Company's and its Subsidiaries' underwriting standards), but only to the extent of such excess, with the parties acknowledging and agreeing that ; (ib) the existence of liabilities (such as accounts payable) failure of the Company on or the Stockholders to file all required Form 5500's prior to the Merger Effective Date that are different Date; (but not in the aggregate greaterc) 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 6.206.25; (d) the termination of the Company's status as a corporation taxed under Subchapter S as disclosed in Section 6.27; (e) any Material Adverse Amendments pursuant to Section 8.14 hereof; and (f) those Scheduled Payments delinquent during or with respect to the initial term of a Lease 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; provided, however to the extent such indemnification obligations have been satisfied with respect to such Scheduled Payments and such Scheduled Payments are collected thereafter, the Stockholders shall be entitled to the benefit of such subsequent payments.

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 USFLORAL or NewcoNEWCO, the Stockholders STOCKHOLDERS covenant and agree that they will indemnify, defend, protect and hold harmless USFloralUSFLORAL, Newco 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 USFloralUSFLORAL, Newco NEWCO or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of the Company 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 COMPANY on the Merger Effective Date that are different (but not in the aggregate greater) than the liabilities of the Company COMPANY set forth on Schedule 6.10 on the date hereof shall not give rise to any obligations of the Stockholder STOCKHOLDERS under the provisions of this Section 12 and (ii) the existence of liabilities that arise in the ordinary course of business of the Company COMPANY that do not arise as a result of a breach by the Stockholders 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 STOCKHOLDERS under the provisions of this Section 12; and (b) all liability resulting from the litigation matters listed on Schedule 6.206.19.

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 heretoExhibits, and notwithstanding any investigation by USFloral USFLORAL or NewcoNEWCO, each of the Stockholders covenant STOCKHOLDERS, jointly and agree severally, covenants and agrees that they will indemnify, defend, protect and hold harmless USFloralUSFLORAL, Newco 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 USFloralUSFLORAL, Newco NEWCO or the Surviving Corporation as a result of or incident to: (a) the existence of liabilities of either of the Company COMPANIES in excess of the liabilities set forth on Schedule 6.10, but only to the extent of such excessexcess (the duties referred to in 12.2(c) shall not be deemed liabilities subject to this clause 12.2(a)), with the parties acknowledging and agreeing that (i) that the existence of liabilities (such as accounts payable) of the Company COMPANIES on the Merger Effective Date that are different (but not in the aggregate greater) than the liabilities of the Company COMPANIES set forth on Schedule 6.10 on the date hereof shall not give rise to any obligations of the Stockholder STOCKHOLDERS under the provisions of this Section 12 and (ii) the existence of liabilities that arise in the ordinary course of business of the Company COMPANIES that do not arise as a result of a breach by the Stockholders STOCKHOLDERS of any of their his or its obligations set forth in Sections 8.2 or 8.3 hereof shall not give rise to any obligations of the Stockholders STOCKHOLDERS under the provisions of this Section 12; and (b) all liability resulting from the litigation matters listed on Schedule 6.20; and (c) amounts due and payable for anti- dumping duties for periods prior to March 1,1997 (if the aggregate amount of all prior periods is finally determined prior to the third anniversary of the Merger Effective Date) in amounts in excess of (i) the amount, if any, by which the aggregate shareholders' equity of FLOWTRAD (on a consolidated basis with FT as determined in accordance with GAAP) as of the Merger Effective Date exceeds $2,000,000, (ii) the amount accrued on the balance sheet of FT as an accounts payable for anti-dumping duties as of the Merger Effective Date and (iii) any refunds of anti-dumping duties received from the U.S. Customs Service.