Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth herein, the Shareholders shall, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from (a) any breach of any warranty or representation of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warranties.

Indemnification by the Shareholders. After the Closing Date Parent, Merger Sub, their affiliates and subject to the limitations set forth hereintheir and their affiliates’ officers, the Shareholders shall, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their agents, successors and assigns (each, a “Parent Indemnified Party”) shall be indemnified and held harmless by the “Buyer Indemnitees”Shareholders (whose obligations hereunder will be several and not joint, except with respect to obligations arising out of or resulting from the breach of any representation or warranty contained in Section 3.14(c) insofar as it relates to Rxxxxx X. Xxxx and Section 8.02(d), payable in accordance with Section 10.7 hereof, which case such obligations hereunder will be joint and several) and the other shareholders of the Company (to the extent of the portion of the Escrow Fund attributable to them and as set forth in the Indemnification Agreements) from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result arising out of or arising from resulting from: (a) any breach of any warranty or representation of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty made by the Shareholders contained in this Agreement (it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or “Company Material Adverse Effect” set forth therein); (b) the breach of any covenant or agreement by the Company or the Shareholders has occurredcontained in this Agreement or any Ancillary Agreement; (c) any (i) Third Party Claim (as defined below) alleging actual or anticipated personal bodily injury or injury to property suffered by a third party in whole or in part caused by a manufacturing or design defect of any product manufactured, distributed or sold by the Company or the Subsidiary prior to the Effective Time or (ii) Remedial Action (as defined below), to the extent undertaken due to a manufacturing or design defect of any such product; (d) any unpaid sales Taxes of the Company; or (e) any failure or delay in filing Annual Reports Form 5500 for the purposes Company’s Premium Expense Flexible Spending Account Plan. To the extent that the Shareholders’ undertakings set forth in this Section 8.02 may be unenforceable, the Shareholders shall contribute the maximum amount that they are permitted to contribute under applicable Law to the payment and satisfaction of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesall Losses incurred by the Parent Indemnified Parties.

Indemnification by the Shareholders. After the Closing Date and subject Subject to the limitations set forth hereinterms and conditions of this Section, each of the Shareholders shallOwners hereby, jointly severally and severallyjointly, indemnify agrees to indemnify, defend and hold harmless BuyerLKQ and its affiliates from, its directorsagainst, officersfor, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against respect of any and all Losses sufferedexpenses, sustainedlosses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) (collectively, “Damages”) incurred or paid suffered by any Buyer Indemnitee of them by reason of, resulting from, based upon or arising out of (i) any inaccuracy, untruth, or incompleteness of any representation or warranty of the Owners contained in or made pursuant to this Agreement or in any certificate, schedule or exhibit furnished by the Owners in connection withherewith, relating to, as a result of or arising from (aii) any breach or partial breach of any warranty covenant or representation of agreement made by the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained Owners in this Agreement, or (ciii) any claim relating to any Environmental Law and based upon the actions or inactions of the Company or the Owners prior to the Closing Date, including matters set forth on Schedule 10.2; provided, however, that (i) disclosed in the Disclosure Schedule. The Shareholders right of LKQ to be indemnified from and after the Closing Date shall be required subject to indemnify and hold harmless under clause (a) each of this Section 10.2 with respect the following principles or qualifications: 9.1.1 LKQ shall be entitled to Losses recover Damages arising out of the inaccuracy or untruth of any representation or warranty of the Owners only if the aggregate amount of all such Losses Damages exceeds an $250,000, but shall then be entitled to recover all such Damages, including such $250,000 amount, provided that LKQ shall not be entitled to recover Damages exceeding, in the aggregate, the Purchase Price; and provided further that such maximum aggregate amount equal limitation on recoverable Damages shall not apply to Fifty Thousand Dollars ($50,000) (any claim based upon a breach of the “Basket Amount”)representations and warranties made in Article 4 resulting from fraud. 9.1.2 Except as otherwise provided in Section 9.1.3, each of the representations and then only warranties made by the Owners in respect this Agreement or pursuant hereto shall survive until the second anniversary of the Closing Date. No claim for the recovery of Damages based upon the inaccuracy or untruth of such excess representations and the aggregate amount required warranties may be asserted after such representations and warranties shall be thus extinguished pursuant to be paid by the Shareholders under clause (a) of this Section 10.2 9.1.2 or Section 9.1.3; provided, however, that claims first asserted in writing within the applicable period (whether or not the amount of any such claim has become ascertainable within such period) shall not exceed an amount equal to thereafter be barred. 9.1.3 Notwithstanding the lesser foregoing provisions of Section 9.1.2: (i) the representations and warranties in Sections 4.1, 4.2, 4.27 and 4.28 shall survive forever; (ii) the representations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) Five Million Dollars ($5,000,000)the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the cash actually paid date on which the applicable tax year (or portion thereof) has been closed; and (iii) the representations and warranties made in Sections 4.19 and 4.20 shall survive until the sixtieth day following the expiration of the applicable statute of limitations. 9.1.4 Such indemnification obligation of the Owners shall be secured by Buyer the right, but not the obligation, of LKQ to set-off against amounts payable to the Shareholders (Owners under the “Indemnification Cap”)Notes, except with respect provided that notice of a potential claim for Damages is delivered by LKQ to breaches the Owners prior to the second anniversary of Sections 2.1the Closing. Upon notice to the Owners specifying in reasonable detail the basis for such set-off, 2.4, 3.4, 3.8, 3.26 or 3.28, or for LKQ may set-off any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect amount to which no Basket Amount it may be entitled under this Section 9.1 against all amounts payable to the Owners under the Notes. The exercise of such right of set-off by LKQ will not constitute an event of default under this Agreement or the Notes. Except to the extent it is exercised, such right of set-off shall apply and, provided further, damages paid not limit or otherwise affect the obligation of the Owners to satisfy any indemnification obligation under this Section 9.1 directly. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit LKQ in any manner in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach enforcement of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall other remedies that may be made without regard available to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesit.

Indemnification by the Shareholders. After (i) the Closing Date and subject to the limitations set forth herein, the Shareholders shall, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including breach of any representation or warranty made by the Company after or such Shareholder in the Closing) and their successors and assigns Acquisition Documents (in each case, solely for purposes of calculating the “Buyer Indemnitees”)amount of any Loss pursuant to this Section 9.02, payable in accordance with Section 10.7 hereof, from and against any and all Losses sufferedqualifications of a representation or warranty using the words "material," "materiality," "Company Material Adverse Effect," the negatives thereof, sustainedand words of similar import, incurred or paid by any Buyer Indemnitee in connection with, relating toshall be excluded, as a result of though, for such purposes, the representation or arising from warranty in question had been made without such qualification); (aii) any the breach of any warranty covenant or representation of agreement made by the Company or such Shareholder in the Shareholders as Acquisition Documents to be performed on or prior to the Effective Time; or (iii) the breach of any covenant or agreement made by the date hereof and as of Company or such Shareholder in the Closing Date, Acquisition Documents to be performed after the Effective Time. (b) any breach by any Shareholder or Notwithstanding anything to the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contrary contained in this Agreement, or (c) the matters set forth except with respect to claims based on Schedule 10.2; provided, however, thatfraud: (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the maximum aggregate amount of such indemnifiable Losses exceeds an aggregate amount equal arising out of or resulting from the causes enumerated in Section 9.02(a)(i) and (ii) which may be recovered from any Shareholder shall be limited to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), Escrow Shares and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to such Shareholder's pro rata share of the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereofEscrow Shares; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty no indemnification payment by the Company Shareholders with respect to any indemnifiable Loss otherwise payable under Section 9.02(a) and arising out of or resulting from the causes enumerated in Section 9.02(a)(i) and (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $3,500,000, after which time the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard liable for all indemnifiable Losses, including the first $3,500,000, and only if the event or condition giving rise to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesa claim for indemnification exceeds $50,000. In no event shall the Shareholders be liable for consequential damages under this Agreement.

Indemnification by the Shareholders. After the Closing Date and subject Subject to the limitations set forth hereinterms and conditions of this Section, the Shareholders shall, hereby jointly and severallyseverally agree to indemnify, indemnify defend and hold harmless BuyerLKQ and its affiliates from, its directorsagainst, officersfor, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against respect of any and all Losses sufferedexpenses, sustainedlosses, costs, deficiencies, liabilities and damages (including related reasonable counsel fees and expenses) (collectively, “Damages”) incurred or paid suffered by any Buyer Indemnitee in connection withof them by reason of, relating toresulting from, as a result of based upon or arising from out of (ai) any misrepresentation or breach of any representation or warranty of the Shareholders contained in or made pursuant to this Agreement or in any certificate, schedule or exhibit furnished by the Shareholders attached hereto, (ii) any breach or partial breach of any warranty covenant or representation agreement made by the Shareholders in this Agreement, or (iii) any claim relating to any Environmental Law and based upon the actions of the Company or the Shareholders as of the date hereof and as of prior to the Closing Date, (b) any breach by any Shareholder or including matters disclosed in the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, thatDisclosure Schedule. (i) The Shareholders 9.1.1 LKQ shall be required entitled to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses recover Damages only if the aggregate amount of all such Losses Damages exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”)40,000, and then shall then be entitled to recover only such Damages exceeding $20,000, provided that LKQ shall not be entitled to recover Damages exceeding $8,190,000; and provided further that such maximum aggregate limitation on recoverable Damages shall not apply to any claim based upon (i) a breach of the representations and warranties made in respect of such excess and the aggregate amount required to be paid Article 4 resulting from fraud by the Shareholders under clause at the Closing Date and not disclosed, or (aii) a breach of the obligation of the Shareholders that the Company’s cash at Closing (when added to the cash at Closing of Bodymaster Auto Parts Supply, Inc.) shall equal $1,000,000. 9.1.2 Except as otherwise provided in Section 9.1.3, each of the representations and warranties made by the Shareholders in this Agreement or pursuant hereto shall survive until the second anniversary of the Closing Date. No claim for the recovery of Damages based upon the inaccuracy or untruth of such representations and warranties may be asserted after such representations and warranties shall be thus extinguished pursuant to this Section 10.2 9.1.2 or Section 9.1.3; provided, however, that claims first asserted in writing within the applicable period (whether or not the amount of any such claim has become ascertainable within such period) shall not exceed an amount equal thereafter be barred provided LKQ files a lawsuit concerning such claim within ninety (90) days after the end of the applicable period. 9.1.3 Notwithstanding the foregoing provisions of Section 9.1.2, (i) the representations and warranties in Sections 4.1, 4.2, 4.27 and 4.28 shall survive forever, subject to applicable statutes of limitation, (ii) the lesser representations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) Five Million Dollars ($5,000,000)the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the cash actually paid date on which the applicable tax year (or portion thereof) has been closed, and (iii) the representations and warranties made in Sections 4.19 and 4.20 shall survive until the sixtieth day following the expiration of the applicable statute of limitations. 9.1.4 Such indemnification obligation of the Shareholders shall be secured by Buyer (a) the Escrow Amount (provided that notice of a claim for Damages is delivered by LKQ to Xxxxxxx Xx and Xxxxx Xxxxxxxx during the first year after the Closing), and (b) amounts payable to Xxxxxxx Avenue, L.L.C. under the Lease on or prior to January 31, 2007, provided such indemnification amount has been agreed to by the Shareholders or has been determined by a non-appealable order of a court of competent jurisdiction. Nothwithstanding anything to the contrary contained herein, all or any portion of Escrow Fund I may be paid to LKQ to satisfy indemnification obligations of Xxxxxxx Xx or Xxxxx Xxxxxxxx under the BAP Agreement. 9.1.5 The Shareholders (the “Indemnification Cap”), except with respect shall have no obligation to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or indemnify LKQ for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes which was actually known to LKQ as of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesClosing.

Indemnification by the Shareholders. After the Closing Date and subject Subject to the limitations set forth hereinSection 5.3(c), each of the Shareholders shall, shall jointly and severallyseverally indemnify, indemnify defend and hold harmless BuyerMetzxxx xxx the Surviving Corporation, its and each of their directors, officers, employeesemployees and agents (collectively, Affiliates (including the Company after the Closing"ACQUIRING PARTIES") and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereofharmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and all Losses sufferedafter the date of the claim for indemnification, sustainedincluding any Adverse Consequences any of the Acquiring Parties may suffer after the end of any applicable Survival Period, incurred or paid by any Buyer Indemnitee in connection withresulting from, arising out of, relating to, as a result of in the nature of, or arising from caused by: (ai) any breach or inaccuracy of any representation or warranty of the RMI Shareholders or representation the Company in this Agreement or in the schedules or certificates delivered by them in connection herewith (excluding the representations and warranties set forth in Section 3.1 made by the Shareholders (the "SHAREHOLDER INDIVIDUAL REPRESENTATIONS")); (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Shareholders or the Company set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the RMI Disclosure Schedule; or (iv) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any of the representations, warranties or covenants of the Company or the Shareholders as RMI Shareholders, even if such action, demand or claim ultimately proves to be untrue or unfounded. Subject to Section 5.3(c), each Shareholder shall, severally (in accordance with their respective Pro Rata Percentages) and not jointly, indemnify, defend and hold the Acquiring Parties harmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and after the date hereof and as of the Closing Dateclaim for indemnification, (b) including any breach by Adverse Consequences any Shareholder or of the Company Acquiring Parties may suffer after the end of any applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or failure caused by any breach or inaccuracy of any of the Shareholder Individual Representations made by such Shareholder or the Company to perform, any of his or her or its covenants or obligations contained made by such Shareholder in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warranties.. All Adverse

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth herein, the The Shareholders shall(other than Giancarlo Gagliardoni) agree, jointly and severally, to indemnify the Purchaser and every Affiliate of the Purchaser (and their respective officers, directors, shareholders, agents and representatives, which shall specifically include the Companies) (each a "Purchaser Indemnitee") against and hold them harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses sufferedDamages that may be asserted against, sustained, incurred imposed upon or paid sustained by any Buyer a Purchaser Indemnitee in connection with, relating to, as a result by reason of or arising from out of (a) any breach the breach, default, inaccuracy or failure of any warranty or representation of the Company warranties, representations, covenants or agreements of the Shareholders as of the date hereof and as of the Closing Date, contained in this Agreement or in any certificate required to be delivered pursuant hereto; (b) any breach Taxes, other than those 2002 Taxes reserved for on the Closing Balance Sheet and included in the calculation of Net Working Capital, that may be asserted against, imposed upon or paid by the Companies for any Shareholder or period up to and including the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or Closing Date ("Companies Taxes") and (c) any such Damages arising out of or relating to the matters set forth on described in Schedule 10.2; provided, however, that (i3.21(a) The Shareholders shall be required to indemnify and hold harmless under clause (a) or the failure of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders to cause the Venusa USA to obtain the consent of the landlord under clause (a) of this Section 10.2 shall not exceed an amount equal the El Paso Lease to the lesser transactions contemplated by this Agreement (collectively, the "Special Indemnification Matters"). Purchaser shall seek reimbursement for such Damages out of (A) Five Million Dollars ($5,000,000)the Escrow Funds, pursuant to the terms of the Escrow Agreement, until the Escrow funds are exhausted and only then directly from one or (B) the cash actually paid by Buyer to more of the Shareholders (the “Indemnification Cap”other than Giancarlo Gagliardoni), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warranties.

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth herein, the Shareholders shall, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from (a) any breach of any warranty or representation of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty made by the Company or such Shareholder in the Acquisition Documents; (ii) the breach of any covenant or agreement made by the Company or such Shareholder in the Acquisition Documents to be performed on or prior to the Effective Time; or (iii) the breach of any covenant or agreement made by the Company or such Shareholder in the Acquisition Documents to be performed after the Effective Time. (b) Notwithstanding anything to the contrary contained in this Agreement, except with respect to claims based on fraud, intentional misrepresentation or with respect to the title of the Company Common Stock: (i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 8.02(a)(i) and (ii) which may be recovered from any Shareholder shall be limited to the Escrow Shares and shall not exceed such Shareholder's pro rata share of the Escrow Shares; (ii) no indemnification payment by the Shareholders has occurredwith respect to any indemnifiable Loss otherwise payable under Section 8.02(a) for and arising out of or resulting from the purposes of this Article 10 causes enumerated in Section 8.02(a)(i) and (ii) shall be made without regard payable until such time as all such indemnifiable Losses shall aggregate to more than $300,000, after which time the Shareholders shall be liable for all indemnifiable Losses, exceeding, in the aggregate, $300,000; (iii) The amount of any qualification as Loss hereunder shall be reduced by (A) any payment received by a Parent Indemnified Party or the Surviving Corporation under any insurance policy, and (B) the amount, if any, by which such Loss reduces the income tax liability of a Parent Indemnified Party or the Surviving Corporation; (iv) Any Loss resulting from the adjustment of the income tax liability of the Company in any taxable year shall be reduced by the present value (computed at the prime rate announced by Bank of America, in effect on the date of any such Loss from the adjustment of income tax liability was incurred) of any corresponding reduction in income tax liability in future taxable years resulting from such adjustments to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesthe extent reasonably quantifiable and reasonably certain to be experienced by Parent; and (v) In no event shall the Shareholders be liable for consequential damages under this Agreement.

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth herein, the Shareholders shallThe Xxxxxx Shareholders, jointly and severally, for themselves, and the Xxxxxxx Shareholders, jointly and severally for themselves, agree to defend, indemnify and hold the Parent and Sub harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses sufferedloss, sustaineddamage, liability, cost, and expense, including without limitation reasonable attorney fees, suffered or incurred by the Parent or paid Sub, as and when incurred, by any Buyer Indemnitee in connection withreason of, relating to, as a result of or arising from (a) any out of their respective misrepresentation, breach of warranty, or breach or non-fulfillment of any warranty or representation agreement of the Company Xxxxxx Shareholders or the Shareholders Xxxxxxx Shareholders, as the case may be, contained in this Agreement or in any document executed and delivered in connection with this Agreement and the Xxxxxx Shareholders' operation of the date hereof and as of Business prior to the Closing Date. In addition, the Xxxxxx Shareholders, jointly and severally for themselves, and the Xxxxxxx Shareholders, jointly and severally for themselves, agree to defend, indemnify and hold the Parent and Sub harmless from and against any and all loss, damage, liability, cost, and expense, including without limitation reasonable attorney fees, suffered or incurred by the Parent or Sub, as and when incurred, by reason of, relating to, or arising out of (bi) their respective Taxes with respect to any period, and (ii) any breach by and all Taxes of the Target with respect to any Shareholder period (or an portion thereof) up to and including the Company of, or failure by any Shareholder or Closing Date except for those for which the Company Parent and the Surviving Corporation are responsible pursuant to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; providedSection 8(e)(i). Provided, however, that (i) the Shareholders shall have no obligation to defend, indemnify or hold the Parent or Sub harmless until the Parent and the Sub have suffered aggregate losses in excess of $120,000. The Shareholders shall be required have the right, but not the obligation, to indemnify and hold harmless under clause (a) assume the defense of this Section 10.2 the Parent or Sub with respect to Losses only if any action covered by this Section 12(b). If the aggregate amount Shareholders elect not to assume the defense of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”Parent or Sub as provided in Section 12(d), then the Parent or Sub shall have the right, upon a final and then only in respect binding conclusion of such excess the action, to make a claim against the Xxxxxx Shareholders or the Xxxxxxx Shareholders, jointly and severally, as the aggregate amount required to be paid case may be, for reimbursement of reasonable expenses and attorney's fees incurred by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), Parent or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid Sub in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination defense of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesaction.

Indemnification by the Shareholders. After 11.1 The Shareholders, pro rata to their shareholding, with respect to Common Shares in the Closing Date and subject to the limitations set forth hereinCompany, the Shareholders shallshall indemnify, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including and defend the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, Investor from and against any and all Losses sufferedclaims and/or liabilities, sustaineddamages, penalties, judgments, assessments, losses, costs and expenses ("Damages") incurred by the Investor, the Company, Novi-Net d.o.o or paid by any Buyer Indemnitee in connection withMontenegro Connect d.o.o arising out of, relating to, as a result to or based upon allegations of or arising from (a) any breach of any warranty or representation of the Company or Shareholders’ Warranty. 11.2 Subject to Sections 11.4 through 11.6, the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall only be required to indemnify the Investor for any Damages arising under Section 11.1, up to the total value of the Shareholders’ Common Shares as such value is defined in Cause 11.7. 11.3 Subject to Section 11.6, the Investor's right to bring a claim for indemnification under Section 5.1 shall survive until the date falling 2 years after the Closing Date in the case of any Damages resulting from a breach of any Shareholders’ Warranty. 11.4 For the avoidance of doubt, the parties agree that the Shareholders shall not be liable in respect of any Damages to the extent that the matter or matters giving rise to such Damages have been fairly and hold harmless under clause accurately disclosed in the Disclosure Schedule. 11.5 The Shareholders shall not be liable for any Damages (ai) of this Section 10.2 with respect to Losses only if unless and until the aggregate amount of such Losses all Damages incurred by the Investor, the Company, Novi-Net d.o.o or Montenegro Connect d.o.o exceeds an aggregate amount equal to Fifty One Hundred Thousand Dollars and 00/100 euros ($50,000) (the “Basket Amount”EUR 100,000), in which event the Shareholders shall be jointly liable for all Damages from the first Euro; provided that nothing contained in this Section shall be deemed to limit or restrict in any manner any rights or remedies which the Investor has, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation. 11.6 The provisions of Sections 11.2 and then only 11.3 shall not apply in relation to any Damages resulting from a breach of the Shareholders’ Warranty set out in Paragraph 6 of Schedule 1 (Title and Assets) in respect of such excess and which: 11.6.1 The Shareholders’ liability shall be unlimited; 11.6.2 Such Damages shall not be included in the calculation of the aggregate amount required referred to in Section 11.2; and 11.6.3 A claim for such Damages may be made at any time after the Closing Date. 11.7 Any Damages payable to the Investor pursuant to this Section 11 may be paid only out of the Shareholders Common Shares. For the purpose of determining the number of the Shareholders Common Shares to be paid comprised in such Damages, the total value of all the Shareholders Common Shares shall be deemed to be Euro 3,200,000 (i.e. 25% x the current valuation of the Company amounting to Euro 12,800,000). 11.8 The Shareholders shall have no obligation to indemnify the Investor for any breach of any Shareholders’ Warranty unless they have received within the period specified in Section 11.3 or 11.6 above, as the case may be, a notice in good faith and in writing of a claim the amount of which will be determined from the Independent Accountant. Any matter as to which a claim has been asserted by written notice setting forth in reasonable detail the nature of such claim to the other party that is pending or the subject of an arbitration, litigation or other proceeding hereunder shall continue to be covered by the Shareholders under clause (a) provisions of this Section 10.2 shall not exceed an amount equal to the lesser until such matter is finally terminated by a court or tribunal of (A) Five Million Dollars ($5,000,000), competent jurisdiction or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for otherwise and any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 amounts payable hereunder are finally determined and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiespaid.

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth hereinThe Shareholders shall indemnify, the Shareholders shall, jointly and severally, indemnify defend and hold harmless Buyerthe Buyer and the Company (which term shall include, its for purposes of this Article VII, their respective successors, assigns, directors, officers, employees, Affiliates (including the Company after the Closingemployees and agents) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses sufferedlosses, sustaineddamages, incurred deficiencies, suits, claims, demands, judgments, costs, expenses or paid by any Buyer Indemnitee in connection withother liabilities (“Losses”) resulting from, arising from, or relating to, as a result of or arising from to (ai) any breach of a representation or warranty of the Shareholders and/or the Company contained in Article II of this Agreement (but only if such indemnity is sought during the Limitations Period), (ii) any warranty failure by the Shareholders to perform or representation comply with any covenant, agreement or obligation contained in this Agreement (but only if such indemnity is sought during the Limitations Period), (iii) the conduct of the business of the Company or prior to the Shareholders as of Initial Closing and Final Closing if such occurs, except to the date hereof and as of the Closing Date, (b) any breach by any Shareholder or extent such Losses were reflected in the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or Statements (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses but only if such indemnity is sought during the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”Limitations Period), and then only (iv) any of the matters described in respect Section 2.5(b) (Absence of Undisclosed Liabilities) or Section 2.9 (Litigation) hereof regardless of whether such excess and the aggregate amount required to be paid by the Shareholders under clause (amatter(s) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner are set forth in 10.7(BSchedule 2.5(b) or Schedule 2.9. Notwithstanding the foregoing, the Buyer shall not be treated as applicable entitled to recover any Losses for the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a inaccuracy or breach of any representation or warranty by the Company Shareholders or the Shareholders has occurred) for Company which was actually known or disclosed to the purposes of this Article 10 shall be made without regard Buyer at or prior to any qualification as to “materiality”the Initial Closing or Final Closing, “Material Adverse Effect” or words of similar effect contained in if such representations or warrantiesoccurs.

Indemnification by the Shareholders. After (a) Each Shareholder, severally and not jointly, shall indemnify the Closing Date Buyer and its subsidiaries and their respective officers, directors, employees, shareholders, representatives and agents, and hold each of them harmless against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including reasonable attorneys' fees and expenses) ("Losses") resulting from, or in respect of, the failure of any of the representations and warranties made by such Shareholder in article III hereof to be true and correct in all material respects as of the times such representations and warranties were made. Each Shareholder's liability under this section 7.2 shall be limited to his or her pro rata share of the Purchase Price, based upon such Shareholder's percentage ownership of all Shares as set forth on Schedule A hereto. Except as expressly set forth in this section 7.2, Buyer shall have no recourse against the Shareholders for liability arising out of or in connection with this Agreement, including without limitation liability based upon breaches by the Company or any Shareholder of any of its obligations hereunder. (b) In the event the Buyer suffers Losses as a result of or in connection with any misrepresentation, breach of warranty, or failure to perform any covenant on the part of the Company or the Shareholders under this Agreement (other than a breach of a representation or warranty set forth in article III hereof, which breach shall be handled under section 7.2(a) hereto), then Buyer's sole remedy in connection with any Loss and all such Losses, subject to the limitations set forth hereinin section 7.2(c) hereof, shall be reimbursement from the Escrow Account of an amount that, in the aggregate, shall not exceed the Escrow Fund. (c) As provided in section 2.3, at Closing, the Shareholders shallBuyer shall pay the Escrow Fund into the Escrow Account, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses sufferedreimbursement to the Buyer pursuant to section 7.2(b) hereof shall be drawn from, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from (a) any breach of any warranty or representation of and limited to the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company amount of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) Escrow Fund. The Shareholders Escrow Fund shall be required available to indemnify and hold harmless under clause (areimburse Buyer pursuant to section 7.2(b) of this Section 10.2 only with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply andthe Buyer, provided furtheron or before June 30, damages paid 1997, provides the Shareholders' Representative written notice specifying the basis of the claim, the nature of the Losses and the amount of actual Losses incurred by Buyer. In accordance with the terms of the Escrow Agreement, on July 2, 1997, the remaining balance in the manner set forth in 10.7(BEscrow Account, if any, shall be remitted to Shareholders' Representative. All disbursements from the Escrow Fund to the Buyer pursuant to section 7.2(b) shall be made pursuant to the terms and conditions of the Escrow Agreement. The Escrow Fund shall not be treated as applicable to the limit set forth in Clause (Bavailable for reimbursement of Buyer's Losses covered by section 7.2(a) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesabove.

Indemnification by the Shareholders. After the Closing Date and subject to the limitations set forth herein, the The Shareholders (on behalf of Holdco) shall, jointly and severally, indemnify and hold harmless Buyerdefend the Buyer and its Affiliates (including, its directorsafter the Closing, each Acquired Company) and their respective stockholders, members, managers, officers, directors, employees, Affiliates (including the Company after the Closing) and their agents, successors and assigns (the “Buyer Indemnitees”)) against, payable in accordance with Section 10.7 hereofand shall hold them harmless from, from and against any and all Losses sufferedlosses, sustainedincluding damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) (collectively, “Losses”) resulting from, arising out of, or paid incurred by any Buyer Indemnitee in connection with, relating to, as a result of or arising from otherwise with respect to (a) any inaccuracy or breach of any representative or warranty made or representation of the Company or given by the Shareholders as of the date hereof in Article III or Article IV; and as of the Closing Date, (b) any breach by any Shareholder the Shareholders, Holdco or the Company of, or any failure by any Shareholder the Shareholders, Holdco or the Company to performperform or comply with, any of his covenant or her or its covenants or obligations agreement contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) . For purpose of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”)9.2, and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), any inaccuracy or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty or any breach of any covenant or agreement by the Company Shareholders, Holdco or the Shareholders has occurred) for Company, and the purposes amount of this Article 10 Losses associated therewith, shall be made determined without regard and without giving effect to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained qualification and “knowledge” or similar qualification. Notwithstanding anything to the contrary in such representations or warrantiesthis Agreement, in no event shall Buyer be entitled to a double recovery for any indemnity.

Indemnification by the Shareholders. After the Closing Date and subject 11.1.1 Subject to the limitations set forth hereinterms and conditions of this Section 11, each of the Shareholders shall, jointly and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from (a) any breach of any warranty or representation of the Company or the Shareholders as of the date hereof and as of after the Closing Date, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (beach, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of any breach and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any Shareholder or the Company of them by reason of, resulting from, based upon or failure by any Shareholder or the Company to perform, any arising out of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the Shareholders has occurred) last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Article 10 Section 11, the amount of Damages indemnifiable hereunder shall be made without regard net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any qualification LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to “materiality”be assigned, “Material Adverse Effect” or words to the Shareholder Representatives the receivable(s) that are the subject of similar effect contained in such representations or warrantiesbreach to the extent of such payment.

Indemnification by the Shareholders. After the Closing Date and subject (a) Subject to the limitations set forth hereinother provisions of this ARTICLE IX, from and after the Closing, the Escrow Participating Shareholders shall, shall jointly and severallyseverally indemnify, indemnify defend and hold harmless BuyerBuyer and its Affiliates, its each of their respective shareholders, members, directors, officers, employeesmanagers, Affiliates (including employees and agents, and each of the Company after the Closing) and their heirs, executors, successors and assigns of any of the foregoing (the collectively, “Buyer IndemniteesIndemnified Parties”), payable in accordance with Section 10.7 hereof, ) from and against any and all Losses suffered, sustained, incurred by or paid by asserted against any of the Buyer Indemnitee Indemnified Parties in connection with, relating to, as a result of with or arising from (ai) any breach by any Acquired Company of any warranty or representation covenants and agreements contained herein applicable thereto; (ii) any breach by Company and the Escrow Participating Shareholders of the Company or the Shareholders representations and warranties contained in (x) ARTICLE III as of the date hereof such representation or warranty was made and as if such representation or warranty was made anew on and as of the Closing Date, Date and (by) the certificate delivered pursuant to Section 7.1(c); (iii) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or Indemnified Taxes; (civ) the matters set forth on Schedule 10.29.3(a)(iv); providedand (v) any State and Local Tax Liability and/or Personal Deduction Tax Liability. Any claim for indemnification under this Section 9.3(a) must be made during the survival period set forth in Section 9.1. (b) Subject to the other provisions of this ARTICLE IX, howeverfrom and after the Closing, that each Shareholder shall severally and not jointly indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Losses incurred by or asserted against any of the Buyer Indemnified Parties in connection with or arising from (i) The Shareholders shall be required to indemnify any breach by such Shareholder of any covenants and hold harmless agreements contained herein applicable thereto; and (ii) any breach by such Shareholder of such Shareholder’s representations and warranties contained in ARTICLE IV as of the date such representation or warranty was made and as if such representation or warranty was made anew on and as of the Closing Date. Any claim for indemnification under clause (a) of this Section 10.2 with respect to Losses only if 9.3(b) must be made during the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner survival period set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; andSection 9.1. (iic) The determination For purposes of the amount of Losses (but not whether a this ARTICLE IX, any inaccuracy in or breach of any representation or warranty by (including any such representation or warranty made in the Company certificates to be delivered pursuant to Section 7.1(c) and Section 8.1(c)), and the amount of Losses arising out of or the Shareholders has occurred) for the purposes resulting from any such inaccuracy or breach of this Article 10 a representation or warranty, shall be made determined without regard to any qualification as to “materiality”, “Material Adverse Effect” Effect or words of other similar effect qualification contained in or otherwise applicable to such representations representation or warrantieswarranty; provided, however, the foregoing shall not apply to Section 3.6(a). (d) Any payment made pursuant to this ARTICLE IX shall be treated by the Shareholders and Buyer as an adjustment to the Estimated Purchase Price (or Final Purchase Price, if applicable), and the Shareholders and Buyer agree not to take any position inconsistent therewith for any purpose, except as may be required by applicable Law.

Indemnification by the Shareholders. After the Closing Date and subject Subject to the limitations set forth hereinSection 7.3, the Shareholders shall, jointly and shall severally, indemnify indemnify, defend and hold harmless Buyer, its Affiliates and their respective officers, directors, officers, employees, Affiliates (including the Company after the Closing) employees and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, agents harmless from and against the entirety of any Adverse Consequences Buyer may suffer, sustain or become subject to, through and all Losses sufferedafter the date of the claim for indemnification, sustainedincluding any Adverse Consequences Buyer may suffer after the end of the Survival Period with respect to claims made within such period ("Buyer Indemnifiable Losses"), incurred or paid by any Buyer Indemnitee in connection withresulting from, arising out of, relating to, as a result of in the nature of, or arising from caused by: (ai) any breach of any warranty or representation of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only in respect of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach inaccuracy of any representation or warranty by the Company or of the Shareholders has occurred) for set forth in this Agreement or in the purposes of this Article 10 Schedules, Exhibits or certificates delivered by them in connection herewith and all Liabilities arising from matters set forth in the Shareholders Disclosure Schedules shall be disregarded except to the extent any amount with respect thereto has been accrued on the Most Recent Balance Sheet; (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Shareholders set forth in this Agreement; (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of Seller's Corporation, to the extent such ownership interest or rights are not set forth on Schedule 3.1 of the Shareholders Disclosure Schedule; (iv) any claims by third parties made without regard to any qualification as to “materiality”, “Material Adverse Effect” against Seller's Corporation or words of similar effect contained in such representations or warranties.Buyer after the Closing Date arising

Indemnification by the Shareholders. After the Closing Date and subject (a) Subject to the limitations set forth hereinterms and conditions of this Article 10, the Shareholders shall, jointly from and severally, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) , the Shareholders, severally and their successors not jointly (in accordance with each Shareholder’s Pro Rata Share), will indemnify Buyer in respect of, and assigns hold Buyer harmless against, any and all liabilities, damages, losses, claims, demands, fines, fees, interest, penalties, assessments, costs, and expenses, including reasonable attorneys’ fees and expenses but excluding indirect, consequential, exemplary or punitive damages except as they relate to a third-party claim (the collectively, “Buyer IndemniteesDamages”), payable incurred or suffered by Parent, Buyer, Merger Sub, the Surviving Corporation, or any Affiliate of Buyer or the Surviving Corporation resulting from, related to, or arising out of: (i) any breach of a representation or warranty of the Company contained in this Agreement or in any certificate delivered pursuant hereto; (ii) any failure by the Company to perform any covenant or agreement contained in this Agreement; (iii) any failure of any item set forth in the Allocation Certificate to be accurate, true, and correct in all respects as of the Closing; (iv) any Company Transaction Costs incurred by the Company prior to the Effective Time and not paid prior to Closing in accordance with Section 10.7 hereof, from and against any and all Losses suffered, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating to, as a result of or arising from 6.13(c); (av) any breach amount paid in respect of any warranty or representation Dissenting Shares in excess of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of this Section 10.2 with respect to Losses only if the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) (the “Basket Amount”), and then only Adjusted Merger Consideration otherwise payable in respect of such excess Shares had such Shares not been Dissenting Shares; or (vi) the Subsidiary Purchase Agreement. (b) Subject to the terms and the aggregate amount required to be paid by the Shareholders under clause (a) conditions of this Section 10.2 shall not exceed an amount equal to Article 10, from and after the lesser of (A) Five Million Dollars ($5,000,000)Closing, each Shareholder will indemnify Buyer in respect of, and hold Buyer harmless against, any and all Damages incurred or suffered by Buyer, the Surviving Corporation, or (B) any Affiliate of Buyer or the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”)Surviving Corporation resulting from, except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28related to, or for arising out of any breach involving fraud, for which no Basket Amount of a representation or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner warranty of any Shareholder set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesShareholders’ Certification.

Indemnification by the Shareholders. After Each of the Closing Date Shareholders, -------------------------------------- severally and subject not jointly, agrees to indemnify, defend and hold each of the limitations set forth hereinAcquisition Companies and their respective Representatives, shareholders and Affiliates (collectively, the Shareholders shall, jointly and severally, indemnify and hold "Acquisition Indemnified Parties") harmless Buyer, its directors, officers, employees, Affiliates (including the Company after the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereof, from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses sufferedand Expenses"), sustained, actually incurred or paid by any Buyer Indemnitee of the Acquisition Indemnified Parties in connection with, relating to, as a result of with or arising from from: (a) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; (b) any breach of any warranty or the inaccuracy of any representation of the Company or the Shareholders as of the date hereof and as of the Closing Date, (b) any breach by any Shareholder or the Company of, or failure by any Shareholder or the Company to perform, any of his or her or its covenants or obligations contained in this Agreement, Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed in the matters set forth Financial Statements or disclosed on any Schedule 10.2hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of product; provided, however, that (i) The that the Shareholders shall be required to indemnify and hold the Acquisition Indemnified Parties harmless under clause (aSections 11.1(a)-(c) of this Section 10.2 with respect to any Losses and Expenses incurred by them only if to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds an aggregate amount equal to Fifty Thousand Dollars ($50,000) 250,000 (the “Basket Amount”"Basket"), and then the Shareholders shall only be liable for all Losses and Expenses in respect excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such excess and the aggregate amount required to be paid by the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal claim to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer Escrow Agent pursuant to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap Escrow Agreement. Any indemnity payment under this Agreement shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by the Company or the Shareholders has occurred) purchase price adjustment for the purposes of this Article 10 shall be made without regard to any qualification as to “materiality”federal, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesstate and local Tax purposes.

Indemnification by the Shareholders. After the Closing Date and subject Subject to the conditions and limitations set forth hereinin this Section 10.2, the Principal Shareholders shall, jointly and severally, defend, indemnify and hold harmless Buyer, its directors, officers, employees, Affiliates (including the Company after and the Closing) and their successors and assigns (the “Buyer Indemnitees”), payable in accordance with Section 10.7 hereofPurchasers, from and against any loss, liability, damage, claim, action or cause of action, assessment, cost and all Losses sufferedexpense (including reasonable legal and accounting fees) to the extent not covered by insurance asserted against, sustained, incurred or paid by any Buyer Indemnitee in connection with, relating resulting to, as a result of imposed upon or arising from (a) any breach of any warranty or representation of incurred by the Company or the Shareholders as Purchasers by reason of or resulting from the date hereof and as breach of any representation, warranty or covenant made by the Closing Date, (b) any breach by any Shareholder Company or the Company of, Principal Shareholders in or failure by any Shareholder or the Company pursuant to perform, any of his or her or its covenants or obligations contained in this Agreement, or (c) the matters set forth on Schedule 10.2any facts or circumstances constituting such a breach; provided, however, that (i) The Shareholders shall be required to indemnify and hold harmless under clause (a) of that the indemnification provided for in this Section 10.2 with respect to Losses only if 10.2, except for indemnification for any claim arising from any breach of a representation or warranty made in Section 3.2, 3.4, 3.10 or 3.23 or in the last sentence of Section 3.7, shall not apply unless the aggregate amount of such Losses exceeds an aggregate amount equal to Fifty Thousand Dollars damages for which indemnification is sought (determined on a cumulative basis with all prior claims) are more than $50,000) (the “Basket Amount”)100,000, and then only in respect to the extent of such excess and excess; provided, that the Principal Shareholders' aggregate amount required liability for claims in which indemnification is sought under this Agreement shall be limited to be paid by (i) $6,600,000 for claims arising from the Shareholders under clause (a) of this Section 10.2 shall not exceed an amount equal to the lesser of (A) Five Million Dollars ($5,000,000), or (B) the cash actually paid by Buyer to the Shareholders (the “Indemnification Cap”), except with respect to breaches of Sections 2.1, 2.4, 3.4, 3.8, 3.26 or 3.28, or for any breach involving fraud, for which no Basket Amount or Indemnification Cap shall apply, Sections 3.1, 3.2 and 3.21 (Accounts Receivable), with respect to which no Basket Amount shall apply and, provided further, damages paid in the manner set forth in 10.7(B) shall not be treated as applicable to the limit set forth in Clause (B) hereof; and (ii) The determination of the amount of Losses (but not whether a breach of any representation or warranty by made in Section 3.2, 3.4, 3.6, 3.10 or 3.23 or in the last sentence of Section 3.7, and (ii) $4,950,000 for claims arising from the breach of any other representation or warranty made in Article III hereof, which amount in this clause (ii) shall be reduced to $3,300,000 for claims arising after April 30, 1997. The indemnity obligation of the Principal Shareholders under this Article X shall be satisfied through the payment of cash to the Company or the Purchasers, as the case may be, until the aggregate of all indemnification payments made by the Principal Shareholders has occurred) shall equal $3,300,000, plus the amount of all principal payments made to the Principal Shareholders under the Redemption Notes (the "Cash Amount"), and for indemnification claims in excess of the purposes of this Article 10 Cash Amount, the Company shall be made without regard permitted to set-off the principal amount of the Redemption Notes and the Series B Liquidation Amount (as defined in the Articles of Incorporation) of the Series B Preferred Stock by the amount of such claims, which set-off shall be allocated between the Redemption Notes and Series B Preferred Stock in proportion to the respective percentages of the principal amount of the Redemption Notes and the Series B Liquidation Amount of the Series B Preferred Stock relative to the total amount of principal of the Redemption Notes and the Series B Liquidation Amount. The set-off of the Redemption Notes shall be effected through the reduction of the principal amount of the Redemption Notes equal to the portion of the set-off amount related thereto and the set-off of the Series B Liquidation Amount shall be effected by the Principal Shareholder contributing shares of Series B Preferred Stock to the Company with an aggregate Series B Liquidation Amount equal to the portion of the set-off amount attributable to the Series B Preferred Stock. The Principal Shareholders agree that they shall have no right to seek damages, reimbursement, indemnification, contribution or similar rights from the Company for any qualification as to “materiality”, “Material Adverse Effect” or words of similar effect contained in such representations or warrantiesindemnification payments for which the Principal Shareholders are liable hereunder.