Common use of SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five years after the Closing Date, they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five years after the Closing Date, they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of NashvilleCarolina, Nashville and Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant Stockholder covenants and agree that, for a period of five years after the Closing Date, they agrees that he will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five three years after the Closing Date, they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five years after the Closing Date, they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of NashvilleCarolina, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant Stockholder covenants and agree that, for a period of five years after the Closing Date, they agrees that she will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE ; and the (d) any and all tort, civil, criminal, or other persons complaints, actions, or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder proceedings pending or which subsequently may be brought against the Stockholders until such time Company arising from or based on an alleged incident in 1998, described as a citizen complaint to the aggregate New Mexico Department of all claims which such persons may have against such the Stockholders shall exceed $50,000 Agriculture (the "Indemnification ThresholdNMDA"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, as referenced in the aggregateCompany's response to due diligence question LB-82 and in NMDA Pesticide Inspection Report Number 001174, shall not exceed $500,000dated June 8, 1998.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders jointly and severally covenant and agree that, for a period of five years after the Closing Date, that they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five years after the Closing Date, that they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Closing Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Closing Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Closing Date; and (d) any and all liability to third parties, including but not limited to any governmental entities, arising from the release of petroleum products at a site known as 19 Inverness Way East, Englewood, Colorado 80112 or Lot 4, Block 5, Xxxxxx xx xxx Xxxxx Xxxxxxx Xxxx xx Xxxxxxxxx Xxbdivxxxxx, Xxxxxx Xx. LandCARE and the other persons or entities indemnified pursuant to this Xxx, a portion of Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold")35, and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability Township 5 South, Range 67 West of the Stockholders under this Section 6.3 and the aggregate liability 6th Principal Meridian, County of the Stockholders Arapahoe, State of Nashville, Memphis and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000Colorado.

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that, for a period of five years after the Closing Date, they will indemnify, defend, protect and hold harmless the Company and LandCARE and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with: (a) violations or alleged violations of any applicable federal, state, local, or other laws, regulations, ordinances, or orders of any governmental entity which govern the protection of the environment or human health and safety ("Environmental Laws") relating in any way to any action or omission of the Company or any predecessor of the Company to the extent the facts, events, or conditions giving rise to such violation or alleged violation occurred or existed on or before the Effective Date; (b) the actual or alleged presence, emanation, migration, disposal, release, or threatened release (collectively, "Releases") of any oil, petroleum product, hazardous material, or hazardous substance as such terms are defined by Environmental Laws (collectively, "Hazardous Substances") at, under, to, or from any property or facility which presently is or previously was owned, leased, operated, or otherwise used by the Company or any predecessor of the Company to the extent that said actual or alleged Release occurred or is alleged to have occurred on or before the Effective Date; and (c) the actual or alleged Release of any Hazardous Substances at any location or facility whatsoever to the extent such Hazardous Substances were generated by, or were arranged for disposal at such location or facility by, the Company or any predecessor of the Company on or before the Effective Date. LandCARE and the other persons or entities indemnified pursuant to this Section 6.3 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the aggregate of all claims which such persons may have against such the Stockholders shall exceed $50,000 (the "Indemnification Threshold"), and then only to the extent that such claims exceed the Indemnification Threshold. The aggregate liability of the Stockholders under this Section 6.3 and the aggregate liability of the Stockholders of NashvilleCarolina, Memphis Nashville and Greentree under Section 6.3 of the Stock Purchase Agreements relating to such companies dated the date hereof, in the aggregate, shall not exceed $500,000.