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 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 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 Closing Date; (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 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal Meridian, County of Arapahoe, State of Colorado.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that that, for a period of 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 Closing 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 Closing 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 Closing Effective 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal Meridian, County of Arapahoe, State of Colorado.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant Stockholder covenants and agree agrees that they 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 Closing 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 Closing Effective Date; (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 Closing Effective Date; and (d) any and all liability to third partiestort, including but not limited to any governmental entitiescivil, criminal, or other complaints, actions, or proceedings pending or which subsequently may be brought against the Company arising from or based on an alleged incident in 1998, described as a citizen complaint to the release New Mexico Department of petroleum products at a site known Agriculture ("NMDA"), as 19 Inverness Way Eastreferenced in the Company's response to due diligence question LB-82 and in NMDA Pesticide Inspection Report Number 001174, Englewooddated June 8, Colorado 80112 or Lot 4, Block 5, Xxxxxx xx xxx Xxxxx Xxxxxxx Xxxx xx Xxxxxxxxx Xxbdivxxxxx, Xxxxxx Xx. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal Meridian, County of Arapahoe, State of Colorado1998.

Appears in 1 contract

Samples: Merger Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that 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 Closing 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 Closing 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 Closing 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 (d) any the "Indemnification Threshold"), and all then only to the extent that such claims exceed the Indemnification Threshold. The aggregate 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal MeridianStockholders under this Section 6.3 and the aggregate liability of the Stockholders of Carolina, County Nashville and Greentree under Section 6.3 of Arapahoethe Stock Purchase Agreements relating to such companies dated the date hereof, State of Coloradoin the aggregate, shall not exceed $500,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that 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 Closing 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 Closing 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 Closing 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 (d) any the "Indemnification Threshold"), and all then only to the extent that such claims exceed the Indemnification Threshold. The aggregate 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal MeridianStockholders under this Section 6.3 and the aggregate liability of the Stockholders of Carolina, County Memphis and Greentree under Section 6.3 of Arapahoethe Stock Purchase Agreements relating to such companies dated the date hereof, State of Coloradoin the aggregate, shall not exceed $500,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that 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 Closing 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 Closing 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 Closing 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 (d) any the "Indemnification Threshold"), and all then only to the extent that such claims exceed the Indemnification Threshold. The aggregate 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal MeridianStockholders under this Section 6.3 and the aggregate liability of the Stockholders of Nashville, County Memphis and Greentree under Section 6.3 of Arapahoethe Stock Purchase Agreements relating to such companies dated the date hereof, State of Coloradoin the aggregate, shall not exceed $500,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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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 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 Closing 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 Closing 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 Closing Effective 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal Meridian, County of Arapahoe, State of Colorado.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant Stockholder covenants and agree agrees that they 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 Closing 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 Closing 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 Closing Effective 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal Meridian, County of Arapahoe, State of Colorado.

Appears in 1 contract

Samples: Merger Agreement (Landcare Usa Inc)

SPECIFIC INDEMNIFICATION BY THE STOCKHOLDERS. In addition to the indemnification provided for in Section 6.2, the Stockholders covenant and agree that 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 Closing 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 Closing 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 Closing 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 (d) any the "Indemnification Threshold"), and all then only to the extent that such claims exceed the Indemnification Threshold. The aggregate 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. Xxx, a portion of Section 35, Township 5 South, Range 67 West of the 6th Principal MeridianStockholders under this Section 6.3 and the aggregate liability of the Stockholders of Carolina, County Nashville and Memphis under Section 6.3 of Arapahoethe Stock Purchase Agreements relating to such companies dated the date hereof, State of Coloradoin the aggregate, shall not exceed $500,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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