Common use of INDEMNIFICATION BY UNICAPITAL AND NEWCO Clause in Contracts

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders Stockholder at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders Stockholder as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any covenant or agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, Transaction but only to the extent that UniCapital is actually indemnified by such other companies for such liability) ), required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders and their respective heirs, personal representatives and successors at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will shall indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any covenant or agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, companies (other than the Company or any CLA Company, ) acquired by UniCapital as part of the Unified Transaction, but with respect to such untrue statement or alleged untrue statements made by any such other company, only to the extent that UniCapital is actually indemnified by such other companies for such liabilitycompany) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, companies (other than the Company or any CLA Company, ) acquired by UniCapital as part of the Unified Transaction, but with respect to such omission or alleged omission of any such other company, only to the extent that UniCapital is actually indemnified by such other companies for such liabilitycompany) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation UniCapital pursuant to Section 12.1(c) above, or any personal liability imposed on or asserted against any Stockholder (exclusively in their capacity as a former stockholder of the Company or any CLA Company) as a result of any act or omission that occurs after the Effective Time by UniCapital or any of its officers, directors, affiliates, subsidiaries, agents or employees.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders Stockholders, their respective heirs, personal representatives, successors and assigns, at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability of the Stockholders arising after the Merger Effective Date for repayment, in their capacity as guarantors, of the indebtedness or other obligations of the Company set forth on Schedule 11.3, (d) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders Partners at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders Partners as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the CompanyPartnership, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the CompanyPartnership, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, UniCapital and Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will indemnify, defend, protect and hold harmless the Stockholders Stockholders, their respective heirs, personal representatives, and successors at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, other than the Company, acquired by UniCapital as part of the Unified Transaction, but only to the extent that UniCapital is actually indemnified by such other companies for such liability) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation pursuant to Section 12.1(c) above.

INDEMNIFICATION BY UNICAPITAL AND NEWCO. Subject to the limitations contained in Section 12.5 hereof, UniCapital and Newco, jointly and severally, covenant and agree that they will shall indemnify, defend, protect and hold harmless the Stockholders at all times from and after the date of this Agreement from and against all Losses incurred by the Stockholders as a result of or arising from (a) any breach of the representations and warranties made by UniCapital and Newco set forth herein or on the schedules or certificates attached hereto, (b) any nonfulfillment of any covenant or agreement on the part of UniCapital under this Agreement, or (c) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to UniCapital (including all of the companies, companies (other than the Company or any NSJ Company, ) acquired by UniCapital as part of the Unified Transaction, but with respect to such untrue statement or alleged untrue statements made by any such other company, only to the extent that UniCapital is actually indemnified by such other companies for such liabilitycompany) contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any registration statement filed pursuant to Rule 462(b) under the Securities Act), or arising out of or based upon any omission or alleged omission to state therein a material fact relating to UniCapital (including all of the companies, companies (other than the Company or any NSJ Company, ) acquired by UniCapital as part of the Unified Transaction, but with respect to such omission or alleged omission of any such other company, only to the extent that UniCapital is actually indemnified by such other companies for such liabilitycompany) required to be stated therein or necessary to make the statements therein not misleading, which liability is not the subject of indemnification of UniCapital, Newco and the Surviving Corporation UniCapital pursuant to Section 12.1(c) above, or any personal liability imposed on or asserted against any Stockholder (exclusively in their capacity as a former stockholder of the Company or any NSJ Company) as a result of any act or omission that occurs after the Effective Time by UniCapital or any of its officers, directors, affiliates, subsidiaries, agents or employees.