The Stockholder. In connection with any Registration Statement in which the Stockholder is participating, each Stockholder will furnish to the Corporation in writing, within 15 days after request therefor, such information and affidavits as the Corporation reasonably requests for use in connection with any such Registration Statement or prospectus and agrees to indemnify and hold harmless, to the extent permitted by law, the Corporation, its directors and officers and each person or entity who controls the Corporation (within the meaning of the Securities Act), against any losses, claims, damages, liabilities and expenses, as incurred, arising out of, based upon or caused by any untrue or alleged untrue statement of material fact contained or required to be contained in such Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission or alleged untrue statement or alleged omission is caused by or contained or required to be contained in any information or affidavit so furnished or required to be so furnished by the Stockholder or by the Stockholder's failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Corporation has furnished the Stockholder with a sufficient number of copies of the same or which is otherwise attributable to the negligence or willful misconduct of the Stockholder. Notwithstanding the foregoing, the obligation of the Stockholder to indemnify contained herein will be several, not joint and several, among the Stockholder and any other security holders distributing securities pursuant to any Registration Statement, and the liability of the Stockholder will be in proportion to and limited to the net amount received by the Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. In connection with an underwritten offering, the Stockholder will indemnify such underwriters, their officers and directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Corporation.
The Stockholder. (A) is the record and beneficial owner of, and has good and marketable title to, the Stockholder's Original Shares and, as of the date Sub consummates the Offer, all other Subject Shares the Stockholder hereafter acquires, in each case free and clear of any "adverse claim," as the applicable Uniform Commercial Code defines that term, or other lien or encumbrance; and
The Stockholder. Each of the representations and warranties made by the Stockholder in this Agreement shall survive until April 30, 2001, notwithstanding any investigation at any time made by or on behalf of Citadel, and upon such date such representations and warranties shall expire except as follows: (i) the representations and warranties contained in Sections 3.9 and 3.14 shall expire at the time the period of limitations expires for the assessment by the taxing authority of additional Taxes with respect to which the representations and warranties relate; (ii) the representations and warranties contained in Sections 3.21 and 3.22 shall expire at the time the latest period of limitations expires for the enforcement by an applicable Governmental Authority of any remedy with respect to which the particular representation or warranty relates; and (iii) the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.11(a) and 3.11(f)(i) shall not expire but shall continue indefinitely. No claim for the recovery of Damages may be asserted by Citadel against the Stockholder after such representations and warranties shall thus expire; provided, however, that claims for Damages first asserted in writing within the applicable period shall not thereafter be barred.
The Stockholder. 47 12.2 USFloral....................................................47 12.3 Damages.....................................................47
The Stockholder. The Stockholder recognizes and acknowledges that he has in the past, currently has, and in the future may possibly have, access to certain confidential information of the Companies, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the Companies and the Companies' businesses. The Stockholder agrees that he will not disclose any confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of USFloral, unless the Stockholder can show that such information has become known to the public generally through no fault of the Stockholder. In the event of a breach or threatened breach by the Stockholder of the provisions of this Article 12, USFloral and the Surviving Corporations shall be entitled to an injunction restraining the Stockholder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting USFloral and the Surviving Corporations from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
The Stockholder and the Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to RLG as are reasonably necessary to respond to notices or audit requests, for the preparation of any return with respect to Taxes or claims for refund, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment with respect to Taxes.
The Stockholder. The STOCKHOLDER recognizes and acknowledges that he --------------- has in the past, currently has, and in the future may possibly have, access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY and the COMPANY's business. The STOCKHOLDER agrees that he will not disclose any confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except to authorized representatives of USFLORAL, unless such information becomes known to the public generally through no fault of the STOCKHOLDER. In the event of a breach or threatened breach by the STOCKHOLDER of the provisions of this Section, USFLORAL and the Surviving Corporation shall be entitled to an injunction restraining the STOCKHOLDER from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting USFLORAL and the Surviving Corporation from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
The Stockholder. (i) by reason of his or her business and financial experience, has that knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of his or her investment in the Closing Shares; and, (ii) believes his or her financial condition and investments enable him or her to bear the economic risk of a complete loss of the Closing Shares. The Stockholder has consulted with his or her own advisers with respect to their proposed investment in SHCR. The Stockholder has had the opportunity to ask questions and to receive answers concerning the financial condition, operations and prospects of SHCR and the terms and conditions of the Stockholder's investment, as well as the opportunity to obtain any additional information necessary to verify the accuracy of information furnished in connection therewith that SHCR possesses or can acquire without unreasonable effort or expense. In addition, the Stockholder acknowledges that he or she has received prior to the execution of this Agreement the following documentation: (i) a prospectus for SHCR, dated as of October 31, 1995 (ii) annual reports for 1996 and 1997; (iii) 10Ks for 1996 and 1997; and, (iv) SHCR's Form 10-Q for the time period ended March 31, 1998. Each Stockholder has carefully reviewed that documentation and has had the opportunity to review that documentation with his or her own advisers and SHCR.
The Stockholder. As the Stockholder has previously disclosed publicly, the Stockholder filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "CHAPTER 11 CASE"). Other than the Chapter 11 Case, (a) the Stockholder is not subject to any Order or bound by any Contract that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements; (b) there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of the Stockholder to comply with or perform any of its covenants or obligations under any of the Transactional Agreements; and (c) no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
The Stockholder. The Stockholder owns the issued and outstanding shares of the Company's capital stock, free and clear of all agreements, charges, options, liens, security interests, pledges, claims, restrictions and encumbrances of any nature whatsoever. There are no rights outstanding to purchase of any kind affecting any shares of the capital stock of the Company, whether or not outstanding. The Stockholder warrants and acknowledges that in connection with its receipt of Pacific Shares upon Closing of the exchange, it understands that such stock has not been registered with the Securities and Exchange Commission, and that it may not be resold for at least one year, and then only pursuant to the restrictions of, and in compliance with, Rule 144 under the Securities Act of 1933, if available. The Stockholder is acquiring the Pacific Shares for investment purposes only, and he has no present intention to sell or otherwise dispose of any of such shares.
