Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Except as otherwise provided in this Section, each of the Shareholders and the Partner PA Shareholders on behalf of himself and his successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Closing to indemnify and hold harmless SHCR, its subsidiaries, affiliates and each of their respective officers, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out of, based upon or in connection with: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (b) of this Section 11.2.

Indemnification by Shareholders. Except as otherwise provided in this Section, each of the Shareholders and the Partner PA Shareholders on behalf of himself and his successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Closing to indemnify and hold harmless SHCR, its subsidiaries, affiliates and each of their respective officers, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out of, based upon or in connection with: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; ; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (b) of this Section 11.2.

Indemnification by Shareholders. Except as otherwise provided in this Section, each Each of the Majority Shareholders shall, jointly and the Partner PA Shareholders on behalf of himself severally, and his successorsall other Shareholders, executorsseverally and not jointly, administratorsshall indemnify, estates, heirs and permitted assigns, agree subsequent to the Closing to indemnify defend and hold harmless SHCRin the manner and subject to the limitations and qualifications set forth in this Article VIII, Purchaser and its subsidiaries, affiliates Affiliates (which shall include the Company following the Effective Time) and each of their respective officers, directors, employees agents, employees, subsidiaries, partners, members, controlling persons, agents, accountants, attorneys, successors and agents assigns (individually a "Company Indemnified Party" and collectivelyeach, the "Company Indemnified Parties"an “Purchaser Indemnitee”) from and against any and in respect of all losses, liabilities, obligations, damages, deficienciesall, actions, suits, proceedings, demandsclaims, assessmentscomplaints, ordersdisputes, judgmentsarbitrations or investigations or written threats thereof, finesincluding, penaltieswithout limitation, costs and expenses any claim by a third party (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") “Claims”), and/or Losses resulting from or arising out of, based upon or in connection with: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by (i) the Company or any of the Shareholders in this Agreement and/or the Bring-Down Certificate, and (ii) the Company or any of the Shareholders in any Transaction Documents, in each case of clauses (i) and (ii), (which breach shall be determined for purposes of this Article VIII without regard to any qualification based on materiality or Material Adverse Effect contained in such representations and warranties), including any certificate delivered in connection therewith; (b) (i) any breach by any Shareholder or (ii), prior to the Closing, the Company, the Partner PAin each case of clauses (i) and (ii), a Partner PA Shareholder of any covenant or obligation of any Shareholder such Person in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents Transaction Document or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warrantiescertificate delivered therewith; (c) notwithstanding any breach matter listed in the Company Disclosure Schedule, (i) any Taxes imposed on the Company or any Shareholder for any period ending on or before the Closing Date (or for the portion of any period up through the Closing Date to the extent a period does not close on such date), including without limitation any Taxes, fees and expenses for which Purchaser is entitled to be reimbursed pursuant to Section 4.2(b); and (ii) Taxes otherwise imposed on the Company or any Shareholder by virtue of the Transaction and any Contemplated Transactions, including without limitation any Taxes, fees and expenses for which Purchaser is entitled to be reimbursed pursuant to Section 4.2(d); (d) notwithstanding any matter listed in the Company Disclosure Schedule, any claim by a current Company equity holder, former Company equity holder or any other covenant Person following the Effective Time seeking to assert, or based upon the following: (i) ownership or rights to ownership of any stock, options, warrants or other rights to acquire stock of the Company; (ii) any rights of an equity holder of the Company in the capacity of an equity holder, including any option or preemptive rights or rights to notice or to vote (together with the rights described under (i), the “Ownership Rights”); (iii) any Ownership Rights under any of the Company charter documents or any other agreement made with the Company; (iv) any claim regarding any issuance, reissuance, cash-out, termination or cancellation of any stock, options or other securities by the Company; (v) any Claim that his, her or its securities of the Partner PACompany were wrongfully repurchased or transferred by the Company; or (vi) the Funds Flow Memorandum and any information contained therein; (e) any Indebtedness of the Company existing prior to the Closing; (f) any litigation, a Partner PA Shareholder arbitration or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, suit against the Partner PA Related Documents Company or any of its directors, officers or employees in their capacity as such that relates to events occurring or circumstances existing prior to the Related DocumentsClosing, by any Person other than Purchaser or any of its Affiliates or any of their successors; (g) any Transaction Expenses; (h) any amounts payable to the Company’s employees (whether under the Company’s Employee Plans or otherwise) by reason of the Transaction being deemed a termination of the employment of the Company’s employees or contractors, including, without limitation, the following (for clarity, but only to the extent the obligation arises by reason of the Transaction being deemed a termination of employment of the Company’s employees or contractors): severance, salary, commission, bonus, incentives, vacation pay or other benefit accruals or any claim, action Termination Liability with respect to such employees or proceeding asserted or instituted arising out contractors of the Company and their eligible dependents in respect of health insurance under COBRA and any matter or thing covered by any such covenant or agreementother similar state Laws; and (i) any and all claims for injury Losses with respect to the termination of any Employee Plan in connection with the Contemplated Transactions (but not including deathany ordinary administrative costs resulting from Purchaser or the Company’s voluntary termination of an Employee Plan following Closing), claims for damageany unfunded liability under any such Employee Plan, direct and/or any accrued but unpaid claim under such Employee Plan. The parties acknowledge and agree that, if the Company suffers, incurs or consequential, otherwise becomes subject to any Losses as a result of or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation representation, warranty, covenant or warranty referred obligation, then (without limiting any of the rights of the Company as a Purchaser Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Losses as a result of and in clause (b) of this Section 11.2connection with such inaccuracy or breach. The parties further acknowledge and agree that the Company’s obligations hereunder shall expire at the Effective Time.

Indemnification by Shareholders. Except as otherwise provided in this Section, each Each of the Shareholders and the Partner PA Shareholders on behalf of himself and his successorsshall, executors------------------------------- severally (but not jointly), administratorsdefend, estates, heirs and permitted assigns, agree subsequent to the Closing to indemnify and hold harmless SHCRRadiant and its successors and permitted assigns (and its directors, its subsidiaries, affiliates and each of their respective officers, directorsemployees, employees agents and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties"affiliates) from and against any and in respect of all lossesdirect or indirect requests, liabilitiesdemands, claims, payments, defenses, obligations, damagesrecoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, demands, assessments, orders, judgments, fineslosses, penaltiesdamages, liabilities, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder, whether or not arising out of third-party claims resulting in any liability), and including all amounts paid in investigation, defense or settlement interest on any amount payable as a result of the foregoing, whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter (collectively "Claims") sustainedasserted against, suffered imposed upon or incurred by Radiant or made its successors or permitted assigns or any of its directors, officers, employees, agents or affiliates based upon, awarded or asserted against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out in respect of or otherwise in respect of, based upon or in connection with: : (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred of such Shareholder or, in the case of Budwitz, 3Bs or the Budwitz Trust, and in the case of Rice, 5Rs or the Rice Trust, contained in or made pursuant to this Agreement or any of the closing certificates or documents of assignment delivered at the Closing described in clause Sections 11.1(i) hereof (the "Closing Documents") (but not including any other Ancillary Agreements), or (b) the breach of any covenant or agreement of such Shareholder or, in the case of Budwitz, 3Bs or the Budwitz Trust, and in the case of Rice, 5Rs or the Rice Trust, contained in this Section 11.2Agreement or any of the Closing Documents.

Indemnification by Shareholders. Except as otherwise provided Upon the terms and subject to the conditions set forth in Sections 7.4 and 7.5 hereof and this SectionSection 7.2, each of the Shareholders and agrees, severally based upon the Partner PA Shareholders on behalf pro rata share of himself and his successorsthe Purchase Price received by such Shareholder, executorsto indemnify, administratorsdefend, estatesprotect, heirs and permitted assigns, agree subsequent to the Closing to indemnify save and hold harmless SHCRthe Purchaser and PetQuarters against, its subsidiariesand will reimburse the Purchaser or PetQuarters on demand for, affiliates any and each of their respective officers, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered Losses made or incurred by or made asserted against the Purchaser or PetQuarters, at any Company Indemnified Party (individuallytime after the Closing Date, a "Loss"directly or indirectly, collectively, "Losses") arising out of, based upon related to, caused by, or in connection with:resulting from any of the following ("Shareholder Indemnifiable Claims"): (a) fraudany inaccuracy or misrepresentation in, intentional misrepresentation omission from, or a deliberate breach or willful breach by nonfulfillment of representation, warranty, term, provision, covenant or agreement on the Company, the Partner PA, a Partner PA Shareholder or part of any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder contained in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement certificate or other instrument delivered under this Agreement, the Partner PA Documents furnished or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to be furnished by the Company or the Partner PA on or prior any Shareholder to the Execution DatePurchaser pursuant hereto; (iv) amounts paid provided, however, that no Shareholder shall have any liability to the Purchaser or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere PetQuarters for breach of any Hazardous Waste covenant set forth in Section 6.1 hereof except for liability arising from such Shareholder's own conduct; or (b) any liability or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure obligation of the Company or the Partner PA any Shareholder, whether imposed by any law or pursuant to comply with applicable laws or regulations on or prior to the Execution Date; andany agreement, (vi) Losses for any Taxes with respect to Taxes periods or events or transactions (including, without limitation, the events or transactions described or permitted to be taken hereunder) prior to or ending on the Closing Date, but only to the extent that such Taxes, in the aggregate, exceed the amount of the Company or aggregate reserves for such Taxes, if any, shown as liabilities on the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (b) of this Section 11.2Interim Financial Statements.

Indemnification by Shareholders. Except as otherwise provided From and after the Closing Date (but subject to Section 9.1(a), 9.1(b), 9.1(c), 9.2(b), 9.3 and 9.6), the shareholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), jointly and severally during the period during which Escrow Shares are held in this Sectionthe Escrow Account and severally but not jointly subsequent to the period during which Escrow Shares are held in the Escrow Account, shall hold harmless and indemnify each of the Shareholders Indemnitees from and the Partner PA Shareholders on behalf of himself against, and his successors, executors, administrators, estates, heirs shall compensate and permitted assigns, agree subsequent to the Closing to indemnify and hold harmless SHCR, its subsidiaries, affiliates and reimburse each of their respective officersthe Indemnitees for, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, Damages that are suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out of, based upon or in connection with: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. Indemnitees or to which any of the Indemnitees may otherwise become subject (bregardless of whether or not such Damages relate to any third-party claim) conditions, circumstances to the extent that they are a result of: (i) any inaccuracy in or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder Company in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under as of the date of this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty made by the Company in this Agreement as if such representation and warranty had been made on and as of the Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time); (iii) any breach of any covenant or obligation of the Company in this Agreement to be performed prior to the Closing (including, without limitation, the covenants set forth in Sections 4 and 5); (iv) any claim or demand made by the Company's Counsel, the Company's Financial Advisors or the Company's Accountants with respect to fees, costs and expenses payable to them in connection with the transactions contemplated by this Agreement to the extent that such fees, costs and expenses constitute Excess Transaction Expenses and exceed the Excess Transaction Expenses used in determining the Merger Consideration; (v) any matter described in the last paragraph of Part 2.19(a) of the Disclosure Schedule; or (vi) any Legal Proceeding relating to (y) any inaccuracy or breach of the type referred to in clause "(b) of this Section 11.2.i)," "(ii)" or "

Indemnification by Shareholders. Except The Shareholders, severally, shall indemnify and defend Buyer and hold it harmless against and with respect to any and all damage, loss, liability, deficiency, cost and expense (including, without limitation, reasonable attorney's fees and expenses) (all of the foregoing hereinafter collectively referred to as otherwise provided "Loss") resulting from: (A) any inaccuracy in any representation or certification, or breach of any warranty, made by any of the Sellers or the Company pursuant to this Agreement; or (B) the breach of any covenant or undertaking by any of the Sellers or the Company in this SectionAgreement; or (C) subject to any qualifications contained in the representations and warranties in this Agreement, each the ownership or operation of the Shareholders and the Partner PA Shareholders on behalf of himself and his successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent Company or its subsidiaries or their business or assets prior to the Closing Date, including, without limitation, (i) any Seller Liabilities, including without limitation, Excess Reimbursement Liabilities (as defined in Section 2.5); (ii) any Taxes resulting from the operation of the business of the Company or ownership of any of the Assets for any period ending on or before the Closing Date; (iii) any Loss arising out of the noncompliance of the Company with COBRA or any like statute; (iv) any claim of the type that would be covered by a standard liability insurance policy, including, without limitation, professional liability, malpractice, general liability, automobile liability, worker's compensation or employer's liability insurance, arising out of the operation of the Company's business prior to indemnify the Closing Date, including payments of any deductibles applicable to the aforesaid policies, to the extent not covered by any existing insurance policy; (v) any Loss arising from the matter set forth on Schedule 5.19; and hold harmless SHCR, its subsidiaries, affiliates (vi) any and each of their respective officers, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses settlements (including to the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out of, based upon or in connection with: (a) fraud, intentional misrepresentation or a deliberate or willful breach extent approved by the Company, the Partner PAsuch approval not to be unreasonably withheld, a Partner PA Shareholder delayed or any Shareholder of any of their representationsconditioned), warranties or covenants under this Agreement, in any Partner PA Related Document or in costs and legal expenses incident to any of the Related Documentsforegoing. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties; (c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and (i) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses with respect to Taxes of the Company or the Partner PA (including their respective predecessors) which relate to a time period prior to the Execution Date. Claims under clauses 11.2 (a) through (d) of this Section are collectively referred to as "Company Indemnifiable Claims". The rights of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in or breach of any representation or warranty referred to in clause (b) of this Section 11.2.

Indemnification by Shareholders. Except The Shareholders shall each, proportionately based upon their respective ownership of CIIC Stock as otherwise provided in this Section, each of the Shareholders and the Partner PA Shareholders on behalf of himself and his successorsClosing Date, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Closing to severally indemnify and hold harmless SHCR, its subsidiaries, affiliates AFC and each of their respective its officers, directors, employees employees, agents, representatives, Affiliates (including the Surviving Corporation), successors, and agents permitted assigns (individually a "Company Indemnified Party" other than the Shareholders, any of their respective Affiliates or Insiders, or any of such Persons’ respective successors or assigns), and collectively, the "Company Indemnified Parties") hold each of them harmless from and against and pay on behalf of or reimburse such Persons in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses any loss (including the reasonable feesdiminution in value), disbursements and expenses liability, demand, claim, action, cause of attorneysaction, accountants and consultants) of any kind cost, damage, deficiency, Tax, penalty, fine or nature whatsoever (expense, whether or not arising out of third-third party claims (including interest, penalties, attorneys’ fees and including expenses in respect of such claims, court costs and all amounts paid in investigation, defense or settlement of any of the foregoing) sustained(collectively, suffered or incurred by or made against any Company Indemnified Party (“Losses” and individually, a "“Loss"”) which any such Person may suffer, collectivelysustain, "Losses") or become subject to, as a result of or arising out ofof the following, based upon subject to the condition that AFC shall take all action reasonably requested by Shareholders to enable Shareholders’ to assert appropriate counterclaims that may exist that relate to or that may reduce such Losses (including claims and causes of action existing in connection with:favor of Shareholders or the Seller Group prior to the Closing Date): (ai) fraud, intentional any misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents. (b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibitother agreement, certificate, financial statementdocument, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warrantiesSeller Party on the Closing Date; (cii) any non-fulfillment or breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder Seller Party in this Agreement or in any schedule, exhibitother agreement, certificate, financial statementdocument, agreement or other instrument delivered under this Agreementby any Seller Party on the Closing Date; (iii) any demand, the Partner PA Related Documents claim, action, or cause of action by any Person asserted against any of AFC or any of its officers, directors, employees, agents, representatives, Affiliates (including the Related DocumentsSurviving Corporation), successors, or permitted assigns (other than the Shareholders, any of their respective Affiliates or Insiders, or any of such Persons’ respective successors or assigns), regardless of whether the claimant is ultimately successful, which, if true, would give rise to a right of indemnity for such Person pursuant to either clause (i) or (ii) above; (iv) any Preexisting Environmental Condition; (v) any Tax resulting from the operation of the Company Group’s business through the Effective Time, except for any Tax that is or would become payable by reason any member of the Company Group in the ordinary course of its business consistent with past practices; (vi) all claims in tort or contract, or any other Liabilities that were not disclosed in an attached Schedule or reserved for in the Latest Balance Sheet, relating to any member of the Company Group or any of their respective officers, employees, representatives, agents, or predecessors, the cause of which occurred or arose prior to the Closing Date; (vii) any claims for dissenters’ or appraisal rights or any other demand, claim, action, or cause of action made by any shareholder of CIIC, whether as a result of his ownership of CIIC Stock, as a result of any claimShareholder Related Contract or Shareholder Employee Agreement, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreementotherwise; and (iviii) any and all claims for injury (including death), claims for damage, direct or consequential, or liability claims resulting from or connected with products sold or services provided Tax imposed by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any of their agents or employees prior to the Execution Date, including without limitation, any malpractice claims; (ii) other personal injury or property damage claims relating to events occurring on or prior to the Execution Date; (iii) amounts due in connection with any Employee Program maintained or contributed to by the Company or the Partner PA on or prior to the Execution Date; (iv) amounts paid or payable relating to environmental matters including Losses resulting from or in connection with the use, storage, or discharge into or presence in the ground, water or atmosphere of any Hazardous Waste or Hazardous Material relating to the Company, the Partner PA, a Partner PA Shareholder or any Shareholder or any violation of an Environmental Law which occurred on or prior to the Execution Date relating to Company, the Partner PA, a Partner PA Shareholder or any Shareholder; (v) Losses relating to the failure of the Company or the Partner PA to comply with applicable laws or regulations on or prior to the Execution Date; and, (vi) Losses taxing authority arising with respect to Taxes any gain or income recognized by CIIC or VACT as a result of the Company or Initial Merger together with the Partner PA (including their respective predecessors) which relate to Subsequent Merger not being treated as a time period prior to reorganization within the Execution Date. Claims under clauses 11.2 (a) through (dmeaning of Section 368(a) of this the Code, including any Tax imposed pursuant to Section are collectively referred 1374 of the Code, reduced by any Tax benefits to be realized by AFC, CIIC or VACT as "Company Indemnifiable Claims". The rights a result of Company Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (a) and (c) through (e) of this Section 11.2 shall not be limited by the fact that such occurrence may not constitute an inaccuracy in gain or breach of any representation or warranty referred to in clause (b) of this Section 11.2income.