Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this Agreement, the Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3.

Indemnification by the Shareholders. Subject to the limitations ----------------------------------- set forth in this Article 9 VIII, each of the Principal Shareholders, jointly and severally, hereby indemnify and hold harmless DoveBid and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, and each person, if any, who controls or may control DoveBid within the meaning of the Securities Act (individually, a "DoveBid Indemnitee" and collectively, "DoveBid Indemnitees") from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses (reduced by any reduction in tax payable by such party as a result thereof, such tax benefit being determined after taking into account the effect of recovery under this Article VIII and calculated at such party's incremental effective rate of tax) ("Damages"): (i) arising out of any misrepresentation, or breach of, or default in connection with, any of the representations or warranties, covenants and agreements given or made by the Company or any Shareholder in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Shareholders pursuant to this Agreement; (ii) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such Shareholder, free and clear of Liens, or any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company' Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Closing Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company; (iii) in connection with a liability of the Company arising out of any acts, events, omissions or transactions contemplated by occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement, the ShareholdersFinancial Statements, severally but not jointly, shall indemnify, defend, save the Company Disclosure Letter or the Closing Balance Sheet and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes which the Shareholders had Knowledge of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any at the time of the foregoing Closing; or (collectively, "ADLT Damages"iv) asserted against, imposed upon, resulting to or incurred from any claim by any of the ADLT Indemniteesinvestment banker, directly broker, finder or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made other agent engaged by the Shareholders Company or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 connection with the origin, negotiation or execution of this Agreement, except as set forth above Agreement or in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of connection with any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3transaction contemplated hereby.

Indemnification by the Shareholders. Subject to From and after the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementClosing, the Shareholders, severally but not jointly, shall Shareholders agrees to indemnify, defend, defend and save and hold ADLT Buyer and its Affiliates, and each of their respective officers, directors, employees, Affiliates and employees or agents (includingeach, after Closingan "Indemnified Buyer Party"), RLI) (collectively, "ADLT Indemnitees") harmless from and against against, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, actions suits, actions, or causes of action, assessments, losses, damagescosts, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable amounts paid fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in investigation, defense any action or settlement of proceeding between such indemnified party and the indemnitor or between any of the foregoing indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "ADLT DamagesLosses") asserted against, imposed upon, resulting to sustained or incurred by any of the ADLT IndemniteesBuyer Indemnified Party relating to, directly or indirectlyresulting from, in connection with, or arising out of, of or resulting from otherwise by virtue of (i) a any misrepresentation or breach of any of the representations and warranties a representation or warranty made herein by the Shareholders Company or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages")any Shareholder, (ii) a any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the representations and warranties made Transaction Documents to be performed by the Company, any Shareholder in Article 3 Shareholder, or any Affiliate of this Agreementthe Company or any Shareholder, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) any allegations by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of the their respective covenants or agreements made contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the ShareholdersCompany or any or their respective Affiliates, (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or a breach of (v) any obligation or liability, contingent or otherwise, of the covenants Company or agreements of RLI to be completed before any Shareholder for brokers' or finders' fees or commissions in connection with the Closing, in or pursuant to transactions contemplated by this Agreement and in any Other Agreement to which or the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3Transaction Documents.

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementThe Shareholders severally, the Shareholders, severally but not jointly, shall indemnify, defend, save agree subsequent to the Closing to indemnify and hold ADLT Lexecon, Nextera and its their respective subsidiaries and Affiliates and persons serving as officers, directors, employeespartners, Affiliates managers, stockholders, members, employees and agents thereof (including, after Closing, RLIother than the Shareholders) (collectively, individually a "ADLT IndemniteesNextera Indemnified Party" and collectively the "Nextera Indemnified Parties") harmless from and against all demands, claims, actions any Damages which may be sustained or causes suffered by any of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense them arising out of or settlement of based upon any of the foregoing following matters: (a) fraud, intentional misrepresentation or deliberate and willful breach of any representations or warranties of Lexecon or the Shareholders under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto (collectively, "ADLT DamagesFraud Claims"); (b) asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any representation or warranty set forth in Sections 3.3 or 4.2 of this Agreement (collectively, "Ownership Claims"); (c) any Liability of Lexecon or the Shareholders for Taxes arising from the activities of Lexecon and all events and transactions prior to the Closing or breach of the representations and warranties made by set forth in Sections 3.8 or 3.22 hereof or breach of covenant with respect to Taxes or tax related matters (collectively, "Tax Claims"); (d) the Milbxxx Xxxbilities and any breach of Sections 3.8(t) or 3.30 (claims for which are referred to herein as "Excluded Liability Claims"); (e) any breach of the covenants of the Shareholders or RLI contained in Article 2 of this Agreement, except as set forth above in Section 9.1, Agreement ("ADLT Warranty DamagesCovenant Claims"); and (f) other than Fraud Claims, (ii) a Ownership Claims, Tax Claims, Covenant Claims or Excluded Liability Claims, any other breach of any representation or warranty of the representations and warranties made Shareholders under this Agreement or in any schedule or exhibit delivered pursuant hereto, or by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach reason of any of the covenants claim, action or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3.proceeding asserted or

Indemnification by the Shareholders. Subject to the limitations ----------------------------------- set forth in this Article 9 VIII, each Shareholder, jointly and severally, hereby indemnifies and holds harmless DoveBid and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, and each person, if any, who controls or may control DoveBid within the meaning of the Securities Act (individually, a "DoveBid Indemnitee" and collectively, "DoveBid Indemnitees") from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses (reduced by any reduction in tax payable by such party as a result thereof, such tax benefit being determined after taking into account the effect of recovery under this Article VIII and calculated at such party's incremental effective rate of tax) ("Damages"): (i) arising out of any misrepresentation, or breach of, or default in connection with, any of the representations or warranties, covenants and agreements given or made by the Company or any Shareholder in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Shareholders pursuant to this Agreement; (ii) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such Shareholder, free and clear of Liens, or any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price or the Tax Payment), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company' Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Closing Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company; (iii) in connection with a liability of the Company arising out of any acts, events, omissions or transactions contemplated by occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement, the ShareholdersFinancial Statements, severally but not jointly, shall indemnify, defend, save the Company Disclosure Letter or the Closing Balance Sheet and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes which the Shareholders had Knowledge of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any at the time of the foregoing Closing; or (collectively, "ADLT Damages"iv) asserted against, imposed upon, resulting to or incurred from any claim by any of the ADLT Indemniteesinvestment banker, directly broker, finder or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made other agent engaged by the Shareholders Company or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 connection with the origin, negotiation or execution of this Agreement, except as set forth above Agreement or in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of connection with any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3transaction contemplated hereby.

Indemnification by the Shareholders. Subject The Shareholders hereby indemnify and agree to the limitations set forth in this Article 9 jointly and the Closing of the transactions contemplated by this Agreementseverally hold Buyer, the Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT and its officersshareholders, directors, officers, employees, Affiliates and agents (includingattorneys, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penaltiesagents, and affiliates harmless from, against, and in respect of (and shall on demand reimburse any such entity for): (a) Any and all reasonable amounts paid loss, liability, or damage suffered or incurred by Buyer or its shareholders, directors, officers, employees, attorneys, agents, and affiliates by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by the Shareholder, CDFG, or any Subsidiary contained in investigation, defense this Agreement or settlement of in any certificate delivered to Buyer pursuant hereto; (b) Any and all Taxes payable by Buyer or its affiliates or any entity with which any of the foregoing are consolidated attributable to the business and operations of CDFG and the Subsidiaries for periods prior to the Closing; (collectivelyc) Any amounts for which CDFG or the Surviving Corporation shall be liable in connection with any appraisal proceeding by shareholders under the Delaware Law, "ADLT Damages"to the extent that the aggregate of such liability exceeds the Market Value (determined as of the -60- 66 date such liability is determined, whether by the judgement of a court of competent jurisdiction or by settlement) asserted againstof the shares to which such shareholders would have been entitled hereunder in the absence of such proceeding; (d) Any amounts (without duplication for any indemnity required under clause (a) hereof) for which CDFG, imposed uponthe Surviving Corporation, resulting to First Colonial or incurred by any Subsidiary or any of their respective shareholders, directors, officers, employees, attorneys, agents, and affiliates shall be liable in connection with (i) any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as matters set forth above in Section 9.1, ("ADLT Warranty Damages")on Schedule 3.10 hereof, (ii) a breach of any matter that, by the terms of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as was required to have been set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties on Schedule 3.10 hereof, and (iii) a breach all matters that were not required to be set forth on Schedule 3.10 hereof by virtue of their being Non-Material Claims, in each case to the extent such amounts exceed the sum of (x) any amount paid in connection with such matter by the carrier of CDFG's existing errors and omissions insurance and (y) any deductible applicable thereto under such errors and omissions insurance; and (e) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses including without limitation, reasonable legal fees and expenses, incident to any of the covenants foregoing or agreements made by incurred in attempting to oppose the Shareholdersimposition thereof or in connection with any investigation thereof, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to enforcing this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3indemnity.

Indemnification by the Shareholders. Subject to From and after the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementClosing, the Shareholderseach Shareholder, severally but and not jointly, shall agrees to indemnify, defend, defend and save Parent and hold ADLT Merger Sub and its their officers, directors, employees, Affiliates and or agents (includingeach, after Closingan "INDEMNIFIED PARENT PARTY"), RLI) (collectively, "ADLT Indemnitees") harmless from and against against, and to promptly pay to an Indemnified Parent Party or reimburse an Indemnified Parent Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, actions suits, actions, or causes of action, assessments, losses, damagescosts, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable amounts paid fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in investigationany action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "LOSS" and collectively, defense the "LOSSES") sustained or settlement incurred by any Parent Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein or in any certificate delivered hereunder by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement to be performed by the Company, any Shareholder, or any Affiliate of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Parent Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement to be performed by any Shareholder, the Company or any or their respective Affiliates, or (iv) any obligation or liability, contingent or otherwise, of the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement. Subject to Section 5.12(d)(iii), the liability of the Shareholders hereunder (and Parent's recourse with respect to the liability of the Shareholders) shall be limited to the Share Consideration, which shall be valued at the Closing Bide Price of Parent Common Stock on the trading day immediately preceding the date of the written notice delivered pursuant to Section 5.12(c) hereof. "CLOSING BID PRICE" means, for the Parent Common Stock as of any date, the last closing bid price for such security on the principal securities exchange or trading market where such security is listed or traded (the "PRINCIPAL MARKET') as reported by Bloomberg Financial Markets ("BLOOMBERG"), or if the foregoing does not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price for such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on such date on any of the foregoing (collectivelybases, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any the Closing Bid Price of such security on such date shall be the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made fair market value as mutually determined by the Company and the Shareholders or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own collectively. All such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI determinations are to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible appropriately adjusted for any violation of his stock dividend, stock split or her own representations contained in Article 3other similar transaction during such period.

Indemnification by the Shareholders. Subject to On the limitations set forth in this Article 9 and condition that the Closing of the transactions contemplated by this Agreementis effected, the Shareholders, jointly and severally but not jointly(subject to the limitations contained in Section 10.8), shall indemnify, defend, save indemnify and hold ADLT harmless the Purchaser and its Affiliates (including the Company), and each of their respective directors, officers, directors, employees, Affiliates agents, representatives, stockholders and agents controlling parties and all of their successors and assigns (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, without limitation, special, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (after Closingtaking into account any insurance recovery from any of the Purchaser's insurance policies that insures against the foregoing, RLIbut without regard to any Tax benefit that may be obtained as a result thereof) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT DamagesLosses") asserted against, imposed upon, resulting to upon or incurred by any of the ADLT Indemniteessuch Purchaser Indemnified Person, directly or indirectly, in connection with, resulting from or arising out of, of or resulting from in connection with or relating to any of the following: (ia) a any inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein; (b) any inaccuracy or breach of any representation or warranty of John Ermilio in the Haddon Agreement, excluding the representations and warranties made by axx xxxxxxxxxs in Article XI thereof (Securities Law Matters Representations); (c) any breach of any agreement, covenant or obligation of the Company or the Shareholders contained herein; (d) any liability, obligation or responsibility of the Company or the Shareholders or RLI which in Article 2 of this Agreementany way relates to the Business or the Company's assets (including, except as set forth above in Section 9.1without limitation, ("ADLT Warranty Damages"), (iiany liability for Taxes or withholdings) a breach of any arising out of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any operation of the covenants Company prior to the Closing Date which liability, obligation or agreements made by responsibility is not expressly disclosed in this Agreement or in the Schedules hereto, including any claims on account of Closing Date Payables not disclosed on the Working Capital Statement; (e) any liability, obligation or responsibility of Haddon or John Ermilio or which in any way relates to the business or assets of Xxxxxx (xxxluding, without limitation, any liability for Taxes or withholdings) arising out of the operation of Haddon prior to the Closing Date which liability, obligation or responsibility is not expressly disclosed in the Haddon Agreement or in the Schedules thereto; (f) any and all claims, actions, suits or any administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Person or in which any Purchaser Indemnified Person becomes involved that relate to the Company, Haddon, the Shareholders, John Ermilio, the Business or the business of Haddon in which the prixxxxxx xxxxx giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Company, Haddon, or any director, officer, employee, agent, representative or subcontractor of the Company or Haddon or either Shareholder or John Ermilio or a breach state of any of the covenants or agreements of RLI facts prior to be completed before the ClosingClosing Date, and which is xxx xxxxxxxxy disclosed in or pursuant to this Agreement or in the Schedules hereto or in the Haddon Agreement or in the Schedules thereto; and (g) any claim, action, suit or other proceeding asserting that any sales tax is payable in connection with the transactions contemplated hereby or under the Haddon Agreement. The Shareholders acknowledge and in any Other Agreement agree that the Purchaser shall not be required to which seek indemnification from John Ermilio prior to seeking indemnification from the Shareholders fxx xxx Xxxxxs attributable to John Ermilio or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in Haddon under this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3.X.

Indemnification by the Shareholders. Subject (a) From and after the First Closing, the Shareholders will indemnify, defend and hold harmless Buyer and its Subsidiaries, Affiliates, successors and assigns, and the respective Representatives of each of the foregoing (the “Buyer Indemnified Persons”), from and against any and all Losses of every kind, nature or description asserted against, or sustained, incurred, suffered or accrued directly or indirectly by, such Buyer Indemnified Person that arise out of, relate to or result from or as a consequence of any of the following: (i) the breach or inaccuracy of any representation or warranty of the Shareholders contained in ARTICLE IV or any Related Agreement or any schedule or certificate delivered hereunder or thereunder; (ii) the breach or non-fulfillment of, or non-compliance with, any agreement, obligation or covenant of the Shareholders’ Representative contained in this Agreement; (iii) any inaccuracies with respect to the limitations set forth First Closing Statement or the Second Closing Statement; (iv) any claim by or on behalf of any Person (including any current or former holder of any capital stock or equity interest of the Company or any instrument convertible into any capital stock or equity interest of the Company, or any heir, successor, transferee or assignee thereof) regarding this Agreement or the transactions contemplated hereby, including that such Person is entitled to receive any consideration in this Article 9 and connection with the transactions contemplated hereby or an amount in excess of the amounts indicated on the First Closing Statement or the Second Closing Statement or that any director of the Company breached his fiduciary duties in connection with the approval of the transactions contemplated by this Agreementhereby; or (v) the matters listed on Schedule 7.2(a)(v). (b) In addition to the obligations set forth in Section 7.2(a), from and after the ShareholdersFirst Closing, each Shareholder, severally but not and jointly, shall indemnify, defend, save defend and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless the Buyer Indemnified Persons from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, any and all reasonable amounts paid in investigationLosses of every kind, defense nature or settlement description asserted against, or sustained, incurred, suffered or accrued directly by, such Buyer Indemnified Person that arise out of, relate to or result from or as a consequence of any of the foregoing following: (collectivelyi) the breach or inaccuracy by such Shareholder of any representation or warranty made by such Shareholder contained in ARTICLE III; or (ii) the breach or non-fulfillment of, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection non-compliance with, any agreement, obligation or covenant of such Shareholder contained in this Agreement. (c) Subject in all cases to Section 7.7: (i) any Losses that a Buyer Indemnified Person is entitled to recover pursuant to Section 7.2(a)(i) (other than Losses resulting from or arising out of, or resulting from (i) a breach of any breach or inaccuracy of any Fundamental Representation, the IP Representation or the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above contained in Section 9.14.13 (the “Absence of Certain Events Representation”) shall be satisfied solely from the Indemnity Escrow Fund; (ii) any Losses that a Buyer Indemnified Person is entitled to recover pursuant to Sections 7.2(a)(ii)-(v) or resulting from or arising out of any breach or inaccuracy of any Fundamental Representation or the IP Representation shall be satisfied, at Buyer’s election, ("ADLT Warranty Damages")i) from the Indemnity Escrow Fund, (ii) a breach of by setting off any of amounts owed (or to become due and owing) by Buyer to the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or Shareholders pursuant to this Agreement or any Related Agreement, if any, or (iii) by each Shareholder, severally and jointly, upon demand by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Person; (iii) Any Losses that a Buyer Indemnified Person is entitled to recover pursuant to Section 7.2(b) shall be satisfied, at Buyer’s election, (A) from the Indemnity Escrow Fund, (B) by setting off any Other Agreement amounts owed (or to which become due and owing) by Buyer to the Shareholders pursuant to this Agreement or RLI is a partyany Related Agreement, except thatif any, with respect or (C) by the Shareholder that committed such breach, upon demand by wire transfer of immediately available funds to Shareholder covenants, each Shareholder will be severally responsible only for his an account or her own covenants or agreements. The waiver accounts designated in writing by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3Buyer Indemnified Person.

Indemnification by the Shareholders. Subject to After the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementClosing, the Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT Purchaser and its Affiliates (including, after the Closing, the Company), officers, directors, employees, Affiliates agents, successors and agents assigns (each a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) shall be indemnified and held harmless by each of the Shareholders, jointly and severally, for any and all Liabilities, losses, damages of any kind, diminution in value, claims, costs, expenses, fines, fees, deficiencies, interest, awards, judgments, amounts paid in settlement and penalties (including, after Closingwithout limitation, RLIattorneys’, consultants’ and experts’ fees and expenses and other costs of defending, investigating or settling claims) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (collectivelyhereinafter, "ADLT Indemnitees"“Loss(es)”), arising out of or resulting from: (i) harmless from and against all demands, claims, actions any inaccuracy in or causes breach (or any claim by any third party alleging or constituting an inaccuracy or breach) of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense any representation or settlement warranty of the Company or any of the foregoing (collectivelyShareholders, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any as of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 date of this Agreement, except as set forth above contained in Section 9.1, ("ADLT Warranty Damages"), this Agreement or in the Ancillary Agreements or any other instrument delivered pursuant to this Agreement; (ii) a any breach of any covenant or agreement made by the Company or any of the representations and warranties Shareholders in this Agreement or in the Ancillary Agreements or any other instrument delivered pursuant to this Agreement; (iii) Losses from breach of contract or other claims made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his party alleging to have had a contractual or her own such representations and warranties and (iii) a breach of other right to acquire Company Common Stock or any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement Company’s Assets and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder Properties; (iv) Losses with respect to any claim for indemnity shall Company Expenses required to be equal paid by the Shareholders pursuant to Section 5.3; (v) Losses with respect to any Contract resulting from, relating to or arising out of the conduct of the Company’s business, including without limitation, Losses incurred as the result of any audit, renegotiation, termination, breach (other than breaches which occur after the Closing), amendment or adjustment of any Contract; or (vi) Losses with respect to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation litigation described in Section 7.2 of his or her own representations contained in Article 3the Company Disclosure Schedule.

Indemnification by the Shareholders. Subject (1) In addition to and not in lieu of the limitations indemnification obligations set forth in this Article 9 SECTION 9.2, the Shareholders unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless the Closing Purchaser and each of the transactions contemplated by this AgreementPurchaser's Subsidiaries, the Shareholdersshareholders, severally but not jointlyAffiliates, shall indemnify, defend, save and hold ADLT and its officers, directors, employees, Affiliates counsel, agents, contractors, successors, assigns, heirs and agents legal and personal representatives (includingthe Company, after Closing, RLI) (collectively, the Purchaser and such persons are collectively referred to as the "ADLT IndemniteesPURCHASER'S INDEMNIFIED PERSONS") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penaltiesagainst, and all reasonable amounts paid in investigationshall reimburse the Purchaser's Indemnified Persons for, defense or settlement of any of the foregoing (collectivelyeach and every Loss, "ADLT Damages") asserted againstpaid, imposed upon, resulting to on or incurred by any of the ADLT IndemniteesPurchaser's Indemnified Persons, directly or indirectly, in connection withrelating to, resulting from or arising out of, or resulting from any allegation by any third party of (i) any inaccuracy in any representation or warranty of the Company under this Agreement, the Schedules, the Exhibits or any agreement or certificate delivered or to be delivered by the Company pursuant hereto in any respect, whether or not the Purchaser's Indemnified Persons relied thereon or had Knowledge thereof, or any breach or nonfulfillment of any covenant, agreement or other obligation of the Company under this Agreement or any agreement or document delivered pursuant hereto; (ii) any undisclosed Liabilities, even if not required to be disclosed on a breach balance sheet in accordance with GAAP; (iii) the business of the Company or the occupancy, condition, management, operation or use of the Company's or any Subsidiary's assets prior to the Closing Date and the products manufactured or sold by the Company or any Subsidiary prior to the Closing Date, including, but not limited to, those matters described on Schedule 2.18; (iv) without limiting any of the representations foregoing, any and warranties made by the Shareholders all tax deficiencies, assessments (including any interest and penalties) or RLI in Article 2 of this Agreementother tax Liabilities, except as set forth above in Section 9.1including, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except thatbut not limited to, with respect to Shareholder covenantsthe Company's Tax Returns for the years 1994-1997 and for the period beginning January 1, each Shareholder will be severally responsible only for his 1998, and ending on the Closing Date (the "SHORT PERIOD") ("TAX CLAIMS"); or her own covenants or agreements. The waiver by ADLT (v) any failure of any condition nature of the Purchaser to Closing set obtain good, valid and indefeasible record and beneficial title to all of the capital stock of the Company, free and clear of any adverse claim of any other Person, including, but not limited to, any Encumbrance. (2) With respect to matters not involving Proceedings brought or asserted by third parties, within ten (10) days after notification from the Purchaser's Indemnified Persons supported by reasonable documentation setting forth in Section 7.2 the nature of the circumstances entitling the Purchaser's Indemnified Persons to indemnity hereunder, the Shareholders, at no cost or expense to the Purchaser's Indemnified Persons, shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue diligently commence resolution of such representations and warranties shall be made under, and subject to, the limitations set forth matters in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal a manner reasonably acceptable to the ShareholderPurchaser's Pro Rata Share, Indemnified Persons and shall diligently and timely prosecute such resolution to completion; provided, however, with respect to those claims that each Shareholder may be satisfied by payment of a liquidated sum of money, the Shareholders shall be entirely responsible for promptly pay the amount so claimed to the extent supported by reasonable documentation out of the Escrow Deposit or otherwise, as the case may be, in accordance with the Escrow Agreement, subject to the provisions of SECTION 9.6. If litigation or any violation other Proceeding is commenced or threatened, the provisions of his or her own representations contained in Article 3SECTION 9.5 shall control.

Indemnification by the Shareholders. Subject to the limitations set forth in other terms and conditions of this Article 9 and IX, if the Closing of the transactions contemplated by this Agreementoccurs, the Shareholders, jointly and severally but not jointly(collectively “Shareholders Indemnitors”) agree to indemnify Reliability, shall indemnifyReliability’s Affiliates, defendMx. Xxxxxxxx, save Mx. Xxxxxxxx’x Affiliates, and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) each of their respective Representatives (collectively, "ADLT the “Reliability Indemnitees"”) against, and agree to hold each of Reliability Indemnitees harmless from and against against, and agree to pay and reimburse each of Reliability Indemnitees for, any and all demandsLosses (in each of the following cases, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs together with any out-of-pocket fees and expenses, including reasonable attorneys' ’ and accountants’ fees), interestincurred or sustained by, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT IndemniteesReliability Indemnitees based upon, directly or indirectly, in connection with, or arising out of, with respect to or resulting from by reason of: (ia) a any inaccuracy in or breach of any of the representations or warranties of Maslow or the Shareholders contained in this Agreement, any Transaction Document or in any certificate or instrument delivered by or on behalf of Maslow or the Shareholders pursuant to this Agreement or pursuant to any Transaction Document, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties made that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Maslow or the Shareholders pursuant to this Agreement or pursuant to any Transaction Document; (c) (i) all Taxes of Maslow or relating to the business of Maslow for all Pre-Closing Tax Periods; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Maslow (or any predecessor of Maslow) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on Maslow arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date; (d) any violation by the Shareholders or RLI the Surviving Corporation of any applicable Laws or Governmental Orders in Article 2 connection with the conduct of this Agreementthe Business after the Closing Date; or (e) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, except as set forth above in Section 9.1or reasonably alleged to have been made, ("ADLT Warranty Damages"), (ii) a breach of by any such Person with any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, Maslow (or any Person acting on their behalf) in connection with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3Contemplated Transaction.

Indemnification by the Shareholders. Subject Subsequent to the limitations set forth in this Article 9 Closing, each (i) non-Major Shareholder and the Closing his or her respective executors, administrators, estates, heirs, beneficiaries and permitted assigns severally and (ii) each of the transactions contemplated by this AgreementXxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxx X. Xxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxx (collectively, the "Major Shareholders") and his or her respective executors, severally but not jointlyadministrators, shall indemnifyestates, defendheirs, save beneficiaries and permitted assigns, jointly and severally, will indemnify and hold ADLT harmless Buyer, its subsidiaries and its their respective affiliates and their respective officers, directors, employees, Affiliates employees and agents (includingindividually, after Closing, RLI) (a "Buyer Indemnified Party" and collectively, the "ADLT IndemniteesBuyer Indemnified Parties") harmless from and against and in respect of all demandslosses, claimsliabilities, actions or causes of action, assessments, lossesobligations, damages, deficiencies, Liabilitiesactions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses, expenses (including the reasonable attorneys' fees, interestdisbursements and expenses of attorneys, penalties, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectivelyforegoing) sustained, "ADLT Damages") asserted against, imposed upon, resulting to suffered or incurred by or made against (collectively "Losses" and individually a "Loss") any of the ADLT Indemnitees, directly or indirectly, in connection with, or Buyer Indemnified Party arising out of, based upon or resulting from in connection with: (ia) fraud or an intentional misrepresentation by the Company or any Shareholder of any of their representations or warranties in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (b) any breach of any representation or warranty made by the Company or any Shareholder in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (c) any breach of any covenant or agreement made by the Company, any Shareholder or the Shareholders' Representative in this Agreement or in any Schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or in connection with this Agreement; (d) any liabilities of any kind relating to, based upon, arising out of or in connection with the Excluded Real Estate, the Real Estate Transfers (including any mortgage, indebtedness or other obligations related to the Excluded Real Estate), the LLC or the LLC Distribution; and (e) notwithstanding whether there is a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 2 hereof (including without limitation, Section 2.8), any liability for (i) Taxes (or the nonpayment thereof) of the Company, the LLC or the Subsidiary for (A) all taxable periods ending on or before the Closing Date and (B) the portion through the end of the Closing Date of any taxable period that includes (but does not end on) the Closing Date (a "Stub Period"), including without limitation any and all Taxes (including under Code Section 1374 or similar provision of state, local or foreign law) relating to the Real Estate Transfers or the LLC Distribution and (ii) any and all Taxes of any person (other than the Company, the LLC and the Subsidiary) imposed on any Buyer Indemnified Party as a transferee or successor, by contract, pursuant to any law, rule or regulation or otherwise which relate to an event or transaction occurring before the Closing or in connection with the Closing. For purposes of clause (i)(B) of the preceding sentence, the portion attributable to a Stub Period of any Tax based on or measured by income or receipts of the Company, the LLC or the Subsidiary shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company, the LLC or the Subsidiary holds a beneficial interest shall be deemed to terminate at such time), and the portion attributable to a Stub Period of any other Tax shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue the amount of such representations Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the Stub Period and warranties shall be made under, and subject to, the limitations set forth denominator of which is the number of days in the entire taxable period. Losses described in or arising under clauses (a) through (e) of this Article 9. The Liability of each Shareholder with respect Section 8.1 are collectively referred to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3as "Buyer Indemnifiable Losses."

Indemnification by the Shareholders. Subject to the limitations limits set ----------------------------------- forth in this Article 9 and the Closing of the transactions contemplated by this Agreement9, the Shareholders, severally but not jointlypro rata in accordance with their ownership of the applicable Shares, shall agree to indemnify, defend, save defend and hold ADLT the Purchaser, and its each of the Purchaser's officers, directors, employees, Affiliates agents, successors and agents assigns (includingthe Purchaser and such persons are collectively hereinafter referred to as the "Purchaser's Indemnified Persons"), after Closingharmless from and against any and all claim, RLIloss, liability, damage or deficiency (including interest, penalties, costs of preparation and investigation, and reasonable attorneys' fees) (collectively, "ADLT IndemniteesLosses") harmless from and against all demandsthat the Purchaser's Indemnified Persons may suffer, claimssustain, actions incur or causes become subject to arising out of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement due to: (a) any inaccuracy of any representation of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Company and/or such Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and or any other agreement contemplated by or referred to in any Other this Agreement to which the Shareholders or RLI such Shareholder is a party, except thator any schedule or exhibit hereto or thereto, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants any certificate delivered pursuant hereto or agreements. The waiver by ADLT thereto; (b) the breach of any condition warranty of the Company and/or such Shareholder in this Agreement or any other agreement contemplated by or referred to Closing set forth in this Agreement to which such Shareholder is a party, or any schedule or exhibit hereto or thereto, or any certificate delivered pursuant hereto or thereto; or (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of the Company and/or such Shareholder under this Agreement or any other agreement contemplated by or referred to in this Agreement to which such Shareholder is a party, or any schedule or exhibit hereto or thereto, or any certificate delivered pursuant hereto or thereto not otherwise waived by the Purchaser, including, without limitation, any failure by the Shareholders to pay all Shareholder Acquisition Expenses (as defined in Section 7.2 shall be deemed to be a waiver by ADLT 10.1) in accordance with the provisions of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3Section 10.1.

Indemnification by the Shareholders. Subject to On the limitations set forth in this Article 9 and condition that the Closing of the transactions contemplated by this Agreementis effected, the Shareholders, jointly and severally but not jointly(subject to the limitations contained in Section 10.7), shall indemnify, defend, save indemnify and hold ADLT harmless NIM, MergerCo and its their respective Affiliates, and each of their respective directors, officers, directors, employees, Affiliates agents, representatives, stockholders and agents controlling parties and all of their successors and assigns (each a "MergerCo Indemnified Person") from and defend each of them from and against and will pay each MergerCo Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, after Closingwithout limitation, RLIspecial, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (without regard to any Tax benefit that may be obtained as a result thereof but net of any insurance proceeds actually collected by a MergerCo Indemnified Party with respect thereto) (collectively, "ADLT IndemniteesLosses") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") validly asserted against, imposed upon, resulting to upon or incurred by any of the ADLT Indemniteessuch MergerCo Indemnified Person, directly or indirectly, in connection with, resulting from or arising out ofof or in connection with or relating to any of the following: (a) any inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained herein; (b) any breach of any agreement, covenant or resulting obligation of the Company or the Shareholders contained herein; (c) any liability, obligation or responsibility of the Company or the Shareholders or which in any way relates to the Business or the Company's assets (including, without limitation, any liability for Taxes or withholdings) arising out of the operation of the Company prior to the Closing Date which liability, obligation or responsibility is not expressly disclosed in this Agreement or in the schedules hereto, including any claims on account of Closing Date Payables not disclosed on the Working Capital Statement; (d) any and all claims, actions, suits or any administrative, arbitration, governmental or other proceedings or investigations against any MergerCo Indemnified Person or in which any MergerCo Indemnified Person becomes involved that relate to the Company, the Shareholders or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Company or any director, officer, employee, agent, representative or subcontractor of the Company or either Shareholder or a state of facts prior to Closing Date, and which is not expressly disclosed in this Agreement or in the Disclosure Statement schedules; (e) any claim, action, suit or other proceeding asserting that any sales tax is payable in connection with the transactions contemplated hereby; (f) any matters relating to VF Business Advisory Group or Valley Forge Business Development Fund, whether or not disclosed in this Agreement or in the Disclosure Statement schedules; (g) any matters relating to any real estate development activities engaged in by the Company and/or either Shareholder, whether or not disclosed in this Agreement or in the Disclosure Statement schedules; (h) any claims of former shareholders of the Company or any Company Subsidiary arising out of their ownership interests in the Company or an Company Subsidiary; and (i) any obligations of the Company or any Company Subsidiary to either Shareholder under their respective Salary Continuation Plan Agreements with the Company (previously terminated), whether or not disclosed in this Agreement or in the Disclosure Statement schedules. If an indemnity payment is made resulting from a breach of any of the representations and warranties made by the Shareholders a representation or RLI in Article 2 of this Agreement, except as set forth above warranty contained in Section 9.14.11 and MergerCo or NIM realizes a corresponding "Tax Benefit" (for example, ("ADLT Warranty Damages"an indemnity payment is made because a deduction is disallowed in one period but the deduction will be allowed in a later period), MergerCo or NIM will refund an amount up to the lesser of (i) the indemnity payment or (ii) a breach of any of the representations and warranties made by any Shareholder related Tax Benefit upon filing its tax returns for the period in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own which such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI Tax Benefit is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreementsrealized. The waiver by ADLT of any condition to Closing set forth in Section 7.2 Tax Benefit shall be deemed to be realized in the period when NIM or MergerCo realizes an actual reduction in Income Tax payable or receives a waiver by ADLT refund of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9Tax. The Liability of each Shareholder refund for the Tax Benefit will be calculated based on NIM's highest marginal tax rates in the period in which the Tax Benefit is realized, at MergerCo's highest marginal Tax rates if the Tax Benefit is realized in a period when MergerCo files an income tax return that is not consolidated with respect NIM, or at the Company's highest marginal tax rates if the Tax Benefit is realized by carrying a net operating loss back to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3a period before Closing.

Indemnification by the Shareholders. Subject to the limitations set forth in of Section 12.01 and the other provisions of this Article 9 XII, from and after the Closing of the transactions contemplated by this Agreement, the Shareholders, each Shareholder jointly and severally but not jointly, shall indemnify, defend, save indemnify and hold ADLT harmless Purchaser, Salvage Disposal and its their respective successors, assigns, shareholders, employees, officers, directors, employeesmembers, representatives, Affiliates and agents (including, after Closing, RLIeach a “Purchaser Indemnified Party”) (collectively, "ADLT Indemnitees") harmless from and against any and all demandsdamages, losses, obligations, liabilities, claims, actions or causes of actionencumbrances, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) including any and all actions, suits, investigations, proceedings, demands, assessments, losses, damages, deficiencies, Liabilities, costs audits and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of judgments with respect to any of the foregoing (collectively, "ADLT Damages"“Losses”), arising from or relating to (a) asserted against, imposed upon, resulting to any misrepresentation in or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders representation or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties warranty made by any Shareholder in Article 3 of this Agreement or any Related Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and ; (iiib) a breach of any of the covenants or agreements made by the Shareholders, or a breach nonfulfillment of any of the covenants or agreements of RLI any Shareholder in this Agreement or any Related Agreement; (c) the Excluded Liabilities, (d) any third party claims naming Purchaser, Salvage Disposal, Xxxx or any of their Affiliates relating to be completed the operation of the Business by the Shareholders, Salvage Disposal or Xxxx on or prior to the Closing Date or arising out of the transactions entered into by the Shareholders, Salvage Disposal or Xxxx, or events occurring regarding the Business, on or prior to the Closing Date, (e) the actual or alleged presence, release or threat of release of, migration of or exposure to any Hazardous Material, including, without limitation, mold, on, in, under or affecting all or any portion of the Real Property or any surrounding areas that resulted from any act or omission of Salvage Disposal or Xxxx in violation of Environmental Law or that was present in violation of Environmental Law as of, or prior to, the Closing Date, and any actual or alleged personal injury or property damage arising out of or related to the presence of any such Hazardous Material on the Real Property as of, or prior to, the Closing Date and in violation of Environmental Law; (f) any Taxes imposed on Salvage Disposal or Xxxx, or with respect to the Business, for any period (or portion of any period) ending on or before the Closing Date, which are the responsibility of the Shareholders as provided in Section 13.01 hereof, including, without limitation, any (i) Taxes imposed in connection with the Section 338(h)(10) Election, (ii) the transfer of Excluded Assets, (iii) liabilities or obligations of Salvage Disposal or Xxxx with respect to Salvage Disposal’s or Xxxx’x failure to (A) comply with sales tax laws, and (B) collect sales tax in connection with any of its auctions on or prior to the Closing; (g) any Liability, obligation or claim with respect to the ownership or use of the Excluded Assets; (h) any Liability, obligation or claim related to the failure of Salvage Disposal or Xxxx to retain, prior to the Closing, any Retained Vehicle in or pursuant to this Agreement and in any Other Agreement to which accordance with the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing directions set forth in Section 7.2 shall any Retention Notice; (i) the assertion or recovery against Purchaser, any Subsidiary of Purchaser, Salvage Disposal or Xxxx in connection with any employment-related claims arising out of or in connection with facts, circumstances or conditions existing on or prior to the Closing, which are (i) filed prior to the Closing Date or (ii) filed after the Closing Date but which arose from facts and circumstances or an event which existed prior to the Closing Date; (j) Encumbrances on the Assets which attached prior to the Closing and which are not disclosed in the Disclosure Schedules of the Shareholders; (k) any warranty claims relating to Vehicles or other Inventory sold by Salvage Disposal or Xxxx prior to Closing; (l) the costs for any improvements, alterations or repairs to any Real Property required, by reason of any action or inaction of Salvage Disposal or Xxxx prior to the Closing (except for such costs for any improvements, alterations or repairs to any Real Property that would not be deemed required but for the actions or inactions of Purchaser following the Closing), to be cause such Real Property to comply with the provisions of Title II of the Americans With Disabilities Act of 1990 (42 U.S.C. § 1201 et seq.) and the regulations and guidelines promulgated thereunder (but only to the extent Salvage Disposal, Xxxx or Purchaser is required by a waiver by ADLT Governmental Entity to effect such improvements, alterations or repairs); (m) Salvage Disposal’s or Xxxx’x disposal, emission, discharge, handling, storage, or transportation prior to the Closing of any Hazardous Materials in violation of Environmental Law or its rights arranging for disposal, discharge, storage or release prior to the Closing of indemnification hereunderany Hazardous Material in violation of Environmental Law; (n) the Terminated Agreements; (o) the Existing Real Estate Leases; (p) the Indebtedness of Salvage Disposal or Xxxx set forth in the Payoff Letters; (q) the Transaction Expenses; and (r) Salvage Disposal’s or Xxxx’x violation of any Environmental Law or Environmental Requirements, including, without limitation, all matters set forth in Schedule 4.17. All claims made by virtue Notwithstanding the foregoing obligations of such representations and warranties shall be made under, and subject to, the limitations Shareholders set forth in this Article 9. The Liability Section 12.02, the Shareholders shall only be obligated to indemnify or hold harmless any Purchaser Indemnified Party for any Losses (i) related to, arising out of, or in connection with (A) any act or omission of each Shareholder with respect to any claim for indemnity shall be equal the Shareholders, Salvage Disposal or Xxxx occurring on or prior to the Shareholder's Pro Rata ShareClosing, provided(B) any fact, howevercircumstance, that each Shareholder shall be entirely responsible event or condition existing or occurring on or prior to the Closing or (C) any transaction entered into, or the operation of the Business, on or prior to the Closing; (ii) in the case of items (c) through (q) of the preceding sentence, to the extent such Losses arise out of Liabilities incurred by Salvage Disposal, Xxxx, Purchaser or any of their Affiliates after the Closing; and (iii) in the case of items (e) and (m) of the preceding sentence, to the extent such Losses are for any violation reasonable costs of his legally necessary remediation undertaken, whether voluntarily or her own representations contained in Article 3involuntarily, after the Closing.

Indemnification by the Shareholders. Subject (a) The Shareholders, jointly and severally, agree to and shall indemnify the limitations set forth in this Article 9 Purchaser, the Purchaser Parent, and the Closing of the transactions contemplated by this Agreement, the Shareholders, severally but not jointly, shall indemnify, defend, save Companies (and hold ADLT and its their respective officers, directors, employees, Affiliates agents, shareholders, Subsidiaries, Affiliates, representatives, successors, and agents (including, after Closing, RLIassigns) (each individually, a “Purchaser Indemnified Party” and collectively, "ADLT Indemnitees"the “Purchaser Indemnified Parties”) harmless from and against all demandsthe New Operator and the New Operator Parent (and their respective officers, claimsdirectors, actions or causes of actionmanagers, assessmentsmembers, lossesemployees, damagesagents, deficienciesshareholders, LiabilitiesSubsidiaries, costs and expensesAffiliates, including reasonable attorneys' feesrepresentatives, interest, penaltiessuccessors, and all reasonable amounts paid assigns) (each individually, a “New Operator Indemnified Party” and collectively, the “New Operator Indemnified Parties”) and defend and hold the Purchaser Indemnified Parties and the New Operator Indemnified Parties harmless against any Losses that the Purchaser Indemnified Parties and the New Operator Indemnified Parties suffer, sustain or become subject to as a result of (i) any misrepresentation in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to representations or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by of the Shareholders or RLI the Companies contained in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a any breach of, or failure to perform, any covenant of any of the representations and warranties made by any Company or Shareholder contained in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach any claim for refund or reimbursement of any payment made to any Company by any Person who was a customer of the covenants Business on or agreements made prior to the Closing Date based on preference or priority as asserted by the Shareholdersany receiver or trustee in bankruptcy or bankruptcy court, or a breach (iv) any claim for refund or reimbursement of any of the covenants payment made to any Company by any Person or agreements of RLI to be completed Governmental Agency before the Closing, in Closing Date. The Shareholders acknowledge that neither the Purchaser Indemnified Parties nor the New Operator Indemnified Parties shall have any obligation to seek recovery or reimbursement for any Losses from any applicable insurance coverage before seeking recovery from the Shareholders pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a partyArticle XI, except that, with respect to Shareholder covenantsLosses which are covered by the Tail Coverage, each Shareholder will the Purchaser Indemnified Parties and the New Operator Indemnified Parties first must seek recovery or reimbursement under the Tail Coverage. (b) The Shareholders shall not be severally responsible only liable for his any Losses pursuant to this Section 11.03 (for indemnification or her own covenants otherwise) to any Purchaser Indemnified Party or agreements. The waiver by ADLT of any condition New Operator Indemnified Party for any Losses to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue the extent that the aggregate of such representations Losses exceeds an amount equal to (i) the Purchase Price, less (ii) aggregate amount of the Indebtedness Liability, and, further, shall not be liable (for indemnification or otherwise) unless and warranties until the aggregate Losses suffered by the Purchaser Indemnified Parties or by the New Operator Indemnified Parties shall be made underexceed $100,000 (the “Basket”) and then only to the extent such Losses exceed the Basket; provided, and subject tohowever, that the limitations set forth in this Article 9. The Section 11.03(b) shall not apply to claims based upon (A) fraud or willful misconduct by any Shareholder or any Company, or (B) Sections 3.01(a), 3.02, 3.05, 3.10, 3.14, 3.15, 3.16, 3.18, 3.22, 3.24, 4.01, 4.02, 4.03, 4.04, 7.15(d) or 11.03(a)(iv). (c) Subject to the terms of Section 11.03(b), the Shareholders, jointly and severally, agree to indemnify any Purchaser Indemnified Party and any New Operator Indemnified Party and defend and hold the Purchaser Indemnified Parties and the New Operator Indemnified Parties harmless against any Liabilities that the Purchaser Indemnified Parties or the New Operator Indemnified Parties suffer, sustain or become subject to as a result of any of the following Liabilities, regardless of whether any such Liabilities result from the (i) breach of a representation or warranty of any Company or Shareholder as set forth in this Agreement, or (ii) breach of, or failure to perform, any covenant of any Company or Shareholder as set forth in this Agreement: (i) any Liabilities arising out of or relating to the failure to obtain a release of the FET Lien; (ii) any Liabilities (including any Liability related to any Benefit Plan) for any and all claims by or on behalf of each the Employees or any Governmental Agency (including the Department of Labor, the IRS and the PBGC) that accrued, arose or relates to any act or omission prior to the Closing, other than (A) those Liabilities related to the COBRA obligations to the M&A Qualified Beneficiaries as set forth in Section 7.02(f), and (B) those other Liabilities not related to a Benefit Plan that arise out of or relate to the termination of the Employees as contemplated by Section 7.02(a) or the hiring of any Employees by the New Operator; (iii) any Liabilities arising from or due to any Collective Bargaining Agreement to which any of the Companies is a party and which arise before the Closing Date or which relate to events which occurred before the Closing Date, other than those liabilities solely arising out of or relating to actions taken by the New Operator or the Purchaser; (iv) any Liabilities arising from or due to any Taxes incurred by any Shareholder at any time or by any Company before the Closing Date or which relate to events which occurred before the Closing Date; (v) any Liabilities accruing, arising out of or relating to any federal, state or local investigation, claim or action against the Companies or the Shareholders or any of the Employees with respect to acts or omissions before the Closing; Date, other than those liabilities solely arising out of or relating to actions taken by the New Operator or the Purchaser; (vi) any claim for indemnity shall be equal civil or criminal Liabilities occurring, arising out of or relating to any acts or omissions of the Companies or the Shareholder, or their respective officers, directors, managers. members, employees, agents or representatives, with respect to actions or omissions which occur or fail to occur prior to the Shareholder's Pro Rata ShareClosing Date and that violate any constitutional provision, statute, ordinance, Law, interpretation, standard, policy or order of any Governmental Agency, including any Liabilities arising out of or related to litigation or claims pending against any Company as of the Closing Date; and (vii) any Liabilities not otherwise referred to above in this subsection (c) incurred by any Company, any Shareholder or any Facility accrued prior to the Closing Date, or which relates to events which occurred before the Closing Date or to any condition that exists at, on or under any Facility as of the Closing Date, other than for those Liabilities (A) which are included on the Closing Date Balance Sheet, as finally determined, (B) which are assumed by the New Operator pursuant to the terms of this Agreement, (C) arising out of or relating to actions required to be taken by the Shareholders or the Companies pursuant to the terms of this Agreement, or (D) arising out of or relating to actions taken by the New Operator or the Purchaser. The Shareholders indemnification obligations under this subsection (c) shall survive the Closing Date indefinitely. (d) The Purchaser Indemnified Parties and the Operator Indemnified Parties will not be permitted to each assert indemnification claims against the Shareholders under this Article XI with respect to Losses for which the Purchaser or the Purchaser Parent indemnifies a New Operator Indemnified Party or the New Operator or the New Operator Parent indemnifies a Purchaser Indemnified Party; provided, however, that each Shareholder if the Purchaser or the Purchaser Parent indemnifies a New Operator Indemnified Party or the New Operator or the New Operator Parent indemnifies a Purchaser Indemnified Party as contemplated by this subsection, then the Party making such indemnity shall be entirely responsible entitled to seek indemnification from the Shareholders pursuant to this Article XI for the full amount of such indemnity and all other Losses incurred in connection with claim. If the Purchaser or the Purchaser Parent indemnifies a New Operator Indemnified Party with respect to a claim made by a New Operator Indemnified Party for which the New Operator Indemnified Party previously has received an indemnification payment from the Shareholders, then the Purchaser and the Purchaser Parent shall not be permitted to make a claim against the Shareholders to the extent of the duplicable indemnification payment if the Shareholders’ Representative provided written notice to the Purchaser and the Purchaser Parent that the Shareholders made such indemnification payment before the Purchaser or the Purchaser Parent makes such duplicative payment. If the New Operator or the New Operator Parent indemnifies a Purchaser Indemnified Party with respect to a claim made by a Purchaser Indemnified Party for which the Purchaser Indemnified Party previously has received an indemnification payment from the Shareholders, then the New Operator and the New Operator Parent shall not be permitted to make a claim against the Shareholders to the extent of the duplicable indemnification payment if the Shareholders’ Representative provided written notice to the New Operator that the Shareholders made such indemnification payment before the New Operator or the New Operator Parent makes such duplicative payment. (e) If the aggregate Losses incurred by the Purchaser Indemnified Parties with respect to any violation indemnification claims made pursuant to Section 11.03(a)(iv) become greater than $1,500,000 and if the Shareholders do not timely make any payments required by this Article XI, then the Purchaser may, in its sole discretion and at its option, direct the Escrow Agent to promptly deliver to the Purchaser the amount owed by the Shareholders to the Purchaser pursuant to this Article XI. If the Purchaser directs the Escrow Agent to deliver such amount to the Purchaser, then the Purchaser shall retain the right to pursue payment from the Shareholders as required by this Article XI, which payment would be deposited in the Escrow Account to replenish the funds paid to the Purchaser with respect to any indemnification claims made pursuant to Section 11.03(a)(iv) in excess of his or her own representations contained in Article 3$1,500,000.

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this Agreement, the The Shareholders, severally but not jointlyjointly and severally, unconditionally, absolutely and irrevocably agree to and shall indemnify, defend, save indemnify and hold ADLT harmless Sterling, Bancshares, and its their respective Subsidiaries, shareholders, affiliates, officers, directors, employees, Affiliates counsel, agents, contractors, successors and agents assigns (includingcollectively referred to as “Sterling’s Indemnified Persons”), after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demandsagainst, claimsand shall reimburse Sterling’s Indemnified Persons for, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs each and expensesevery Loss, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted againstpaid, imposed upon, resulting to on or incurred by any of the ADLT IndemniteesSterling’s Indemnified Persons, directly or indirectly, in connection withrelating to, resulting from or arising out of, or resulting from any allegation by any third party of: (ia) any inaccuracy in any representation or warranty of the Company under this Agreement, the schedules hereto or any agreement, certificate or other document attached as an exhibit hereto which is delivered or to be delivered by the Company pursuant hereto in any respect, whether or not Sterling’s Indemnified Persons relied thereon or had knowledge thereof, and determined without regard to any materiality or knowledge qualifications contained in or otherwise applicable to such representation or warranty, or any breach or nonfulfillment of any covenant, agreement or other obligation of the Company under this Agreement or any agreement or document delivered pursuant hereto; (b) any undisclosed liabilities, even if not required to be disclosed on a balance sheet in accordance with GAAP; (c) the business of the Company or the occupancy, condition, management, operation or use of its assets on or prior to the Effective Time; (d) the violation or breach of any of Environmental Laws; (e)(i) any taxes the representations and warranties made by the Shareholders Company may owe or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder owe with respect to any claim taxable period ending on the day before the Effective Time and the portion through the end of the Closing Date for indemnity any taxable period that includes (but does not end on) the Effective Time (“Pre-Closing Period”) including without limitation Taxes made against the Company or the Shareholders by reason of the agreements or transactions contemplated hereby or relating to or arising out of the Company’s status as a Subchapter S corporation, and (ii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract, or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Effective Time, to the extent such Taxes in clauses (i) and (ii) exceed the amount, if any, reserved for such Taxes on the face of the Company Financial Statements or otherwise set forth within the Company Disclosure Memorandum, as such reserve is adjusted for the passage of time through the Effective Time in accordance with past custom and practice of the Company in filing their Tax Returns; or (f) the activities of the Broker-Dealer Representatives occurring prior to the Closing Date. In the case of any Taxable Period that includes (but does not end on) the Effective Time (“Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Period shall be equal determined based on an interim closing of the books as of the close of business as of the Effective Time, and the amount of other Taxes of the Company (excluding property Taxes) for a Straddle Period that relates to the Shareholder's Pro Rata Share, provided, however, that each Shareholder Pre-Closing Period shall be entirely responsible for any violation allocated based on the relative number of his or her own representations contained days in Article 3the Pre-Closing Period and the balance of the Taxable Period.

Indemnification by the Shareholders. Subject In the event that the Closing occurs, and subject to the limitations expressly set forth in this Article 9 and Section 9.6 hereof, the Closing of Shareholders will have an obligation, on an individual basis solely in proportion to the transactions contemplated by aggregate Merger Consideration payable to them pursuant to this Agreement, the Shareholders, severally but not jointly, shall to indemnify, defend, save defend and hold ADLT harmless the Purchaser, each of the Purchaser’s Affiliates, the Surviving Company and its each of their respective directors, officers, directors, employees, Affiliates agents, consultants, advisors, representatives and agents (including, after Closing, RLI) equity holders (collectively, "ADLT Indemnitees"the “Purchaser Indemnified Parties”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penaltiesagainst, and will pay to the Purchaser Indemnified Parties the monetary value of, any and all reasonable amounts paid in investigation, defense Losses incurred or settlement of any of suffered by the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, Purchaser Indemnified Parties directly or indirectly, in connection with, or indirectly arising out of, relating to or resulting from any of the following: (a) any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement, any Ancillary Agreement or in any certificate, instrument or document delivered by the Company in connection with this Agreement; (b) the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Company contained in this Agreement, any Ancillary Agreement or in any document delivered pursuant hereto; (c) the Shareholder Representative’s performance of his or her obligations under this Agreement; (d) Intentionally omitted. (e) any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares of Company Capital Shares or Options issued in the name of such holder free and clear of all Encumbrances; (f) any claim by any Shareholder or former shareholder of the Company, or any other Person, based upon (i) ownership or rights to ownership of any equity securities, (ii) any rights of a Shareholder (other than the right to receive such Shareholder’s portion of the Merger Consideration pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote, (iii) any rights under the certificate of incorporation and bylaws, in effect as of immediately prior to the Effective Time, or (iv) any claim that his, her or its equity securities were wrongfully repurchased by the Company; (g) any assertion or recovery by any Shareholder of the fair value, interest, and expenses or other amounts pursuant to dissenters’ rights exercised or purportedly exercised pursuant to the law of the British Virgin Islands (it being understood that any such Losses will not include the pro rata share of the Merger Consideration such asserting or recovering Shareholder would have received pursuant to this Agreement); (h) any liability of the Company arising from the failure of the Securityholders to pay capital gains Tax as required by applicable Law in connection with their receipt of the Merger Consideration or the Option Consideration, as applicable; and (i) any claim by a holder of Convertible Options described in Section 2.2(a)(iii)(A) for the 12-month delay in paying the Initial Option Consideration to such holder or any Losses related to remitting the Option Consideration to the holders of Convertible Options described in Section 2.2(a)(iii)(A). For purposes of this Section 9.1, once it has been established that there has been a breach of any of the representations and warranties made by the Shareholders representation or RLI in Article 2 of this Agreementwarranty, except as set forth above in Section 9.1or nonfulfillment, ("ADLT Warranty Damages"), (ii) a nonperformance or other breach of any covenant or agreement by the Company, as such provisions are written (including any materiality or “Material Adverse Effect” qualifications thereto), the amount of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own Losses arising from such representations and warranties and (iii) a breach of any of the covenants representation or agreements made by the Shareholderswarranty, or a nonfulfillment, nonperformance or other breach of any of covenant or agreement by the covenants or agreements of RLI to be completed before the ClosingCompany, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect determined without regard to any claim for indemnity shall be equal to the Shareholder's Pro Rata Sharemateriality, provided“Material Adverse Effect” or similar qualification in such representation, howeverwarranty, that each Shareholder shall be entirely responsible for any violation of his covenant or her own representations contained in Article 3agreement.

Indemnification by the Shareholders. (a) Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementVIII, the Shareholders, Shareholders shall jointly and severally but not jointly, shall indemnify, defend, save indemnify and hold ADLT Buyer and its officers, directors, employees, agents, advisers, representatives and Affiliates (each, a “Buyer Indemnified Party” and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees"the “Buyer Indemnified Parties”) harmless from and against against, and shall reimburse the Buyer Indemnified Parties for, any and all demandslosses, claims, actions or causes of action, assessments, losses, damages, deficienciesdebts, Liabilitiesliabilities, obligations, judgments, orders, settlement payments, awards, writs, injunctions, decrees, fines, penalties, Taxes, costs and expenses (including legal and accounting fees and expenses), including reasonable attorneys' feeswhether absolute, interestincidental, penaltiespunitive or otherwise, and all reasonable amounts paid in investigation, defense whether or settlement of any of the foregoing not involving a Third Party Claim (collectively, "ADLT Damages") asserted against“Losses”), imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, of or resulting from relating to: (i) a breach any Breach of any representation, warranty or certification made by or on behalf of the representations and warranties Company or any Company Subsidiary in this Agreement (other than any representation or warranty made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above IIA) or in Section 9.1, ("ADLT Warranty Damages"), any other Operative Document; (ii) a breach any Breach by the Company or any Company Subsidiary of any of the representations and warranties made by covenant, agreement or other obligation in this Agreement or in any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and other Operative Document; (iii) a breach any and all Pre-Closing Taxes; (iv) any Transaction Costs of the Company or any Company Subsidiary (including all costs and expenses of any type whatsoever (including Taxes) arising out of or related to the covenants or agreements made by Minority Buyouts and the ShareholdersSubsidiary Option Cancellations), or a breach of any of other than the covenants or agreements of RLI to be completed before amounts set forth as Transaction Costs on the Closing, in or Transaction Costs Spreadsheet that are deducted from the Purchase Price pursuant to this Agreement and in any Other Agreement to which Section 1.2.1(a); (v) the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing Incentive Payment Obligations set forth in Section 7.2 shall be deemed 6.17; (vi) any Severance Payment Obligations not included on Schedule 2.27 to be the Disclosure Memorandum; (vii) the granting, exercise, transfer, cancellation or otherwise of any Company Stock Purchase Rights or Company Subsidiary Stock Purchase Rights (other than the Company Subsidiary Stock Purchase Rights set forth in the Deed of Pre-emption) or the stock or rights related thereto, on or after the date of this Agreement; (viii) any Claim brought by a waiver third party based upon, arising out of or relating to the operations of the business, or any other action, activity or omission, of the Company or any of the Company Subsidiaries or any of their Affiliates on or prior to the Closing Date; (ix) any item set forth on Schedule 8.2(a)(ix) to the Disclosure Memorandum; and (x) any Fraud by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the Company or any Company Subsidiary or Shareholder. (b) Subject to the limitations set forth in this Article 9. The Liability of VIII, each Shareholder with respect to shall, severally and not jointly, indemnify and hold the Buyer Indemnified Parties harmless from and against, and shall reimburse the Buyer Indemnified Parties for, any claim for indemnity shall be equal to the Shareholder's Pro Rata Shareand all Losses, providedarising out of or relating to: (i) any Breach of any representation, however, that each warranty or certification made by such Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3IIA or in any other Operative Document; or (ii) any Breach by such Shareholder of any covenant, agreement or other obligation of such Shareholder in this Agreement or in any other Operative Document.

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this Agreement, the Shareholders(a) Each Shareholder agrees, severally but not jointly, shall indemnifyonly as to itself (but subject to Sections 7.6, defend7.7 and 7.8 hereof), save to indemnify and hold ADLT harmless Parent, any direct or indirect subsidiary of Parent and its officersany officer, directorsdirector or employee of Parent or any such subsidiary, employees, Affiliates the Surviving Corporation and agents their respective successors and assigns (including, after Closing, RLIeach a “Parent Indemnitee”) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, any and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") Losses asserted against, imposed upon, resulting to or incurred by any such party which arise out of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from with (i) a any inaccuracy in, or any breach of, any representation or warranty of any of the representations and warranties made by the Shareholders or RLI such Shareholder contained in Article 2 III of this Agreement, except or in any certificate, instrument, document or agreement delivered by such Shareholder pursuant to or in connection with this Agreement (it being agreed that for purposes of determining the amount, but not the existence of such inaccuracy or breach, of any Loss with respect thereto, all such representations and warranties of such Shareholder that are qualified as set forth above to materiality or by reference to a material adverse effect shall be deemed to be not so qualified); (ii) the failure by such Shareholder to perform any covenant, agreement, obligation or undertaking of it in Section 9.1this Agreement or in any certificate, instrument, document or agreement delivered by such Shareholder pursuant to or in connection with this Agreement; and ("ADLT Warranty Damages"iii) any and all actions, suits, proceedings, demands, assessments, judgments, damages, awards, costs and expenses (including reasonable, actual third-party fees and expenses) incident to any of the foregoing or incurred in connection with the enforcement of the rights of any Parent Indemnitee with respect to the foregoing. (b) Each Shareholder agrees, severally but not jointly, only as to itself (but subject to Sections 7.6, 7.7 and 7.8 hereof), to indemnify and hold harmless each Parent Indemnitee from and against any and all Losses asserted against, imposed upon, or incurred by such Parent Indemnitee which arise out of or in connection with: (i) any inaccuracy in, or any breach of, any representation or warranty of the Company contained in Article II of this Agreement, or in any certificate, instrument, document or agreement delivered by or on behalf of the Company pursuant to or in connection with this Agreement or in connection with the transactions contemplated hereby (it being agreed that for purposes of determining the amount, but not the existence of such inaccuracy or breach, of any Loss with respect thereto, all such representations and warranties of such Shareholder that are qualified as to materiality or by reference to a material adverse effect shall be deemed to be not so qualified); (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will covenant or agreement to be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made performed by the Shareholders, Company prior to the Closing Date or a breach of such Shareholder (at any of the covenants or agreements of RLI to be completed before the Closing, in or time) pursuant to this Agreement and or any document delivered in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT connection herewith; (iii) fifty percent (50%) of any condition to Closing Losses in excess of $250,000 associated with litigation matters set forth in Section 7.2 shall be deemed to be a waiver by ADLT 2.10(v) of its rights the Company Disclosure Schedule; (iv) fifty (50%) of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations any Losses associated with intellectual property matters set forth in Section 2.10(r) of the Company Disclosure Schedule; (v) any claim by a Shareholder or former shareholder of the Company, or any other person or entity, seeking to assert, or based upon: (A) ownership or rights to ownership of any shares of stock of the Company; (B) any rights of a shareholder (other than the right to receive the Merger Consideration pursuant to this Article 9. The Liability Agreement or dissenters’ rights under the applicable provisions of each Shareholder the TBCA), including any option, preemptive rights or rights to notice or to vote; (C) any rights under the Articles of Incorporation or Bylaws of the Company; or (D) any claim that his, her or its shares were wrongfully repurchased by the Company; and (vi) any and all actions, suits, proceedings, demands, assessments, judgments, damages, awards, costs and expenses (including reasonable third-party fees and expenses) incident to any of the foregoing or incurred in connection with the enforcement of the rights of any Parent Indemnitee with respect to the foregoing. (c) The parties hereto acknowledge and agree that the rights of any claim for indemnity Parent Indemnitee to indemnification pursuant to this Section 7.3 with respect to a representation or warranty or covenant of a Shareholder and the Company are an essential part of the economic terms of the Transaction, and that Parent’s and any other Parent Indemnitee’s rights to indemnification therefor shall in no way be equal limited or eliminated or otherwise affected by the fact that such Parent Indemnitee, or any of its directors, officers, employees or advisors, was at any time prior to the Shareholder's Pro Rata Share, provided, however, Closing or the execution of this Agreement aware (or should have become aware) that each Shareholder shall be entirely responsible for any violation of his such representation or her own representations contained in Article 3warranty was untrue or incorrect or that any such covenant had been breached.

Indemnification by the Shareholders. Subject to (a) Following the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this AgreementClosing, the ShareholdersShareholders shall severally, severally in proportion to each Shareholder's Percentage Share (but not jointly, shall ) indemnify, defend, save defend and hold ADLT harmless Purchaser and its each Subsidiary and Affiliate of Purchaser (including the Covered Companies but excluding any Person who owns Equity Interests in any Covered Company other than the Purchaser, the Company or any Covered Company) and their respective permitted assigns and their respective officers, directors, employeespartners, Affiliates shareholders (except any Person who owns Equity Interests in any Covered Company other than the Purchaser, the Company or any Covered Company), employees and agents (includingcollectively, after Closingthe "Purchaser Indemnified Group") from and against any and all obligations, RLIlosses, Liabilities, claims, costs, interest, awards, judgments, penalties and damages (including reasonable expenses of investigation and reasonable attorney's fees and expenses in connection with any action, suit or proceeding) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to incurred or incurred suffered by any member of the ADLT Indemnitees, directly or indirectly, in connection with, Purchaser Indemnified Group based upon or arising out of, of or resulting from in connection with or related to (i) a any breach of any or inaccuracy of the representations and warranties made by Surviving Representations or the Shareholders or RLI in Article 2 Surviving Covenants of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages")the Company, (ii) a breach the Company Expenses to the extent the actual amount thereof incurred by the Company and the Covered Companies exceeds the aggregate amount of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as Company Expenses set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his on the Company Expenses Certificate or her own such representations and warranties and (iii) a breach of any Liability with respect to Swift Creek that is incurred or suffered by any member of the covenants or agreements made Purchaser Indemnified Group that would have been covered by the Shareholders, or ReUse Insurance Policies but for the policy endorsement providing for a breach $1,000,000 (as opposed to a $250,000) deductible in respect of any of the covenants or agreements of RLI to be completed before Swift Creek. (i) Following the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for indemnify, defend and hold harmless each member of the Purchaser Indemnified Group from and against any violation and all Damages incurred or suffered by such member of his the Purchaser Indemnified Group based upon or her own representations contained arising out of or in Article 3connection with or related to any breach by such Shareholder or inaccuracy of such Shareholder's Surviving Representations or Surviving Covenants.

Indemnification by the Shareholders. Subject to (a) Each Shareholder, severally in the limitations manner set forth in Section 10.1(b) and Section 10.1(c), hereby agrees to indemnify, defend and hold harmless each member of the Buyer Group, the Surviving Corporation and each of their respective directors, officers, employees and controlled or controlling persons ("Buyer's Affiliates") for all losses, liabilities, claims, damages, judgments, awards, costs and expenses (including without limitation, interest, penalties, court costs and attorneys fees and expenses) (collectively, "Damages") incurred by, asserted against, resulting to or imposed on any member of the Buyer Group, Buyer's Affiliates or the Surviving Corporation, directly or indirectly, as a result of or arising out of (i) the inaccuracy or breach of any representation or warranty of any Shareholder or the Company contained or made in this Article 9 and Agreement (regardless of whether such breach is deemed "material" for purposes of Section 7.2(a)) made by any Shareholder or the Company as of the date of this Agreement or the Closing Date; (ii) the breach by any Shareholder or the Company of any covenant, agreement or obligation of any Shareholder or the Company contained in this Agreement (regardless of whether such covenant is deemed "material" for purposes of Section 7.2(b)) made by any Shareholder or the Company as of the date of this Agreement or the Closing Date; or (iii) any assertion by any past or current stockholder of the Company in their capacity as a stockholder of (A) any claim for appraisal rights for shares of stock of the Company pursuant to the DGCL or any other applicable Law, or (B) any suit or action relating to the Merger or any of the transactions contemplated by this Agreement, the Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions Agreement or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing Ancillary Instruments or (collectively, "ADLT Damages"C) asserted against, imposed upon, resulting any suit or action relating to or incurred any action taken by any the stockholders and/or directors of the ADLT Indemnitees, directly or indirectly, Company in connection with, or arising out of, or resulting from (i) a breach of any their capacity as stockholders and/or directors of the Company. Regardless of the foregoing, however, breaches of representations and warranties made contained in Sections 4.1, 4.2 or 4.3 hereof shall be subject only to several indemnification by the respective Shareholders or RLI in Article 2 of who shall have made and breached such representations and warranties. (b) With respect to any Damages for which the Shareholders may be liable under this Agreement, except Section 10.1 (other than as set forth above in the last sentence of Section 9.1, ("ADLT Warranty Damages"10.1(a), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3.):