Common use of SPECIFIC INDEMNIFICATION BY STOCKHOLDERS Clause in Contracts

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 12.4 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 amount or the estimated amount of such liabilities set forth on in 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 12.4 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, Stockholder jointly and severally, 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 SubsidiariesSubsidiary) in excess of the liabilities set forth on Schedule 6.13, to the extent of such excess; (b) the failure of the Company Company, its Subsidiary or the Stockholders to file all required Form 5500's prior to the Closing Merger Effective Date; (c) the litigation matters listed on Schedule 6.25; (d) the tax matters listed on Schedule 6.27; and (e) all the delinquent accounts identified on Schedule 6.35(e); (f) any Material Adverse Amendments pursuant to Section 8.14 hereof; (g) the Company's role as a general partner in the Limited Partnership that arose on or before the Closing Date or that relates to events that occurred on or before the Closing Date; and (h) those Scheduled Payments due but unpaid delinquent for 90 days or longer as of the Closing Date, Date net of applicable reserves reflected on the balance sheet of the Company immediately prior to the preparation of the Closing Date Balance Sheet.