Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. To the fullest extent permitted by law, each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, breach of warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Date.

Indemnification by the Shareholders. To the fullest extent permitted by law, each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, the 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 Agreement, except with respect to claims based on fraud, intentional misrepresentation or with respect to the non-fulfillment title of the Company Common Stock: (i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewithSection 8.02(a)(i) and (ii) which may be recovered from any Environmental Damages. Notwithstanding the foregoing, or anything Shareholder shall be limited to the contrary herein contained: (i) Sellers Escrow Shares and shall have no liability until not exceed such Shareholder's pro rata share of the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); Escrow Shares; (ii) no indemnification payment by the Shareholders with respect to any indemnifiable Loss otherwise payable under Section 8.02(a) and arising out of or resulting from the causes enumerated in the event the Section 8.02(a)(i) and (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate for all items for to more than $300,000, after which indemnity is sought exceeds one million dollars ( $1,000,000) time the Shareholders shall be liable severally for all such items indemnifiable Losses, exceeding, in excess of the first one million dollars ( 1,000,000); aggregate, $300,000; (iii) notwithstanding The amount of any Loss hereunder shall be reduced by (A) any payment received by a Parent Indemnified Party or the foregoingSurviving Corporation under any insurance policy, and (B) the maximum amount, if any, by which such Loss reduces the income tax liability of each Shareholder 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 reason the present value (computed at the prime rate announced by Bank of America, in effect on the date of any and all breaches such Loss from the adjustment of the warranties and representations contained income tax liability was incurred) of any corresponding reduction in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited income tax liability in future taxable years resulting from such adjustments to the portion of extent reasonably quantifiable and reasonably certain to be experienced by Parent; and (v) In no event shall the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and Shareholders be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Dateliable for consequential damages under this Agreement.

Indemnification by the Shareholders. To Subject to the fullest extent permitted by lawterms and conditions of this Section, each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall indemnify Buyer hereby jointly and severally agree to indemnify, defend and hold harmless LKQ and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless affiliates from, against against, for, and in respect of any and all claims brought by Third Parties for costsexpenses, losses, claimscosts, deficiencies, liabilities and damages (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and related reasonable counsel fees and disbursements of counselexpenses) (collectively, "“Damages"”) incurred or suffered by any of them by reason of, resulting from: , based upon or arising out of (i) any misrepresentation, 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 covenant or 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 prior to the Closing Date, including matters disclosed in the Disclosure Schedule. 9.1.1 LKQ shall be entitled to recover Damages only if the aggregate amount of all such Damages exceeds $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 Article 4 resulting from fraud by the Shareholders at the Closing Date and not disclosed, or (ii) 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 non-fulfillment 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 9.1.2 or Section 9.1.3; provided, however, that claims first asserted in any material respect writing within the applicable period (whether or not the amount of any agreementsuch claim has become ascertainable within such period) shall not 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, covenant or obligation by (i) the Seller made representations and warranties in this Agreement (including without limitation any Exhibit or Schedule hereto Sections 4.1, 4.2, 4.27 and any certificate or instrument delivered in connection herewith) and 4.28 shall survive forever, subject to applicable statutes of limitation, (ii) any Environmental Damages. Notwithstanding the foregoingrepresentations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the 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 (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 herein contained: (i) Sellers 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 shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or obligation to indemnify LKQ for any Environmental Damages shall be limited breach of a representation or warranty which was actually known to the portion LKQ as of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing DateClosing.

Indemnification by the Shareholders. To the fullest extent permitted by lawSubject to Sections 7.1, 7.2 and 7.4, each Shareholder hereby covenants and agrees will, in accordance with Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individuallytheir Respective Ownership Percentages, a "Buyer Indemnified Party")indemnify, defend and hold them harmless fromthe Purchaser, its Affiliates and their respective directors, officers, employees, agents and representatives from and against and in respect of any and all claims brought claims, demands or suits (by Third Parties for costsany person or entity, including without limitation any Governmental Agency), losses, claimsliabilities, liabilities (including for Taxes)actual or punitive damages, fines, penalties, damages obligations, payments, costs and expenses, paid or incurred, whether or not relating to, resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the costs and expenses (including interestof any and all investigations, if anyactions, imposed in connection therewithsuits, court costs proceedings, demands, assessments, judgments, remediation, settlements and compromises relating thereto and reasonable fees and disbursements expenses of counsel) attorneys and other experts in connection therewith (individually and collectively, "DamagesIndemnifiable Losses") incurred by relating to, resulting from or arising out of any of them resulting fromthe following: (i) the inaccuracy of any misrepresentation, breach of warranty the representations or warranties of the Shareholders contained in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and Ancillary Document; (ii) any Environmental Damages. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) breach by the Shareholders shall be liable severally for all such items in excess of any covenant of the first one million dollars ( 1,000,000)Shareholders contained in this Agreement or in any Ancillary Document; (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches liabilities for Taxes of the warranties Company and representations contained in Articles 4 and 6 of this Agreement payable by the Company on or for after the Closing Date with respect to any Environmental Damages shall be limited taxable period existing on or prior to the portion of Closing Date (treating any taxable period that begins before and ends after the Purchase Price paid Closing Date as if such taxable period had ended on the Closing Date), to the extent such Shareholder liabilities exceed any Tax liabilities accrued on the Final Closing Balance Sheet; (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire cancellation of the warrants to purchase shares of the Company's Common Stock issued to Mr. Xxxx X. Xxxxxx pursuant to his consulting agreement with the Company; or (v) the negotiations between the Shareholders and be the Company or their respective Affiliates and any other entity relating to the sale of no further force and effect unless written claim is made by the Buyer on stock or before assets of the expiration of one (1) year from and after the Closing DateCompany to such other entity.

Indemnification by the Shareholders. To the fullest extent permitted by lawIn addition to any other remedies available to Buyer under this Agreement, each Shareholder hereby covenants and agrees with Buyer that or at law or in equity, the Shareholders shall hereby indemnify Buyer severally Buyer, the Company, their affiliates and its successors their respective officers, directors, employees, agents and assigns stockholders (individuallycollectively, a "the “Buyer Indemnified Party"), and hold them harmless from, Parties”) against and in with respect of to any and all claims brought by Third Parties for claims, costs, damages, losses, claimsexpenses, liabilities (including for Taxes)obligations, finesliabilities, penaltiesrecoveries, damages suits, causes of action and expenses (deficiencies, including interest, if any, imposed in connection therewith, court costs penalties and reasonable fees and disbursements expenses of counsel) attorneys, consultants and experts (collectively, "the “Damages"”) incurred that the Buyer Indemnified Parties shall incur or suffer, which arise, result from or relate to any breach by any of them resulting from: the Shareholders (ior the failure of any of the Shareholders to perform) any misrepresentationtheir respective representations, breach of warranty warranties, covenants or agreements in this Agreement or the non-fulfillment in any material respect schedule, certificate, exhibit or other instrument delivered to Buyer by any of any agreement, covenant or obligation by the Seller made in Shareholders under this Agreement (including including, without limitation limitation, a Circumvention Event). The liability of the Shareholders under this Section is joint and several. In addition, Buyer shall be entitled to Damages from the Shareholders equal to the amount by which any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damagesnon-collectible accounts receivable exceed the Company’s reserves relating to such accounts receivable. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers contained in this Agreement, Buyer shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars right, at its sole option, to offset any Damages against ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000a) the Shareholders shall be liable severally for all such items in excess of amount by which the first one million dollars ( 1,000,000); actual Purchase Price (iiias finally determined pursuant to Section 1.1(d) notwithstanding hereof) exceeds the foregoing, Estimated Purchase Price and (b) the maximum Earn-out. The Shareholders’ total aggregate liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of under this Agreement or for any Environmental Damages indemnity shall be limited to $5,000,000.00. Except for Damages equal to (i) the portion of amount by which any non-collectible accounts receivable exceed the Purchase Price paid Company’s reserves relating to such Shareholder accounts receivable, (before deduction of taxes); and ( ivii) the indemnifications contained hereunder amount of any Encumbrances on the Company Shares or (iii) the amount of any liability relating to any Encumbrances on the Owned Real Property, in each case for which no deductible shall expire and be of apply, the Shareholders shall have no further force and effect unless written claim is made obligation to indemnify Buyer until the total Damages incurred by the Company or Buyer on or before the expiration exceed a deductible amount of one (1) year from and after the Closing Date$50,000.00.

Indemnification by the Shareholders. To the fullest extent permitted by law(a) The Shareholders hereby agree, each Shareholder hereby covenants jointly and agrees with Buyer that the Shareholders shall severally, to indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them INFOCURE, RIA and THEIR successors (collectively "INFOCURE" for purposes of this Section IX only) harmless fromat all times from and after the Closing, against and in respect of any and all claims brought by Third Parties for costs, the following: (i) All losses, claimsliabilities, liabilities (costs and damages, including for Taxes)without limitation, interest, penalties and fines, penaltiesresulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided in this paragraph 9.1 are collectively referred to as " INFOCURE Losses". (including interestb) The period during which INFOCURE must give notice in writing to the Shareholders of claims for indemnification hereunder shall expire on June 30, if any, imposed in connection therewith, court costs and reasonable fees and disbursements 1998 except that such period shall be extended to the applicable statute of counsellimitations plus thirty (30) (collectively, "Damages") incurred by any of them resulting from: days with respect to claims (i) any misrepresentationfor unpaid taxes and failure to file required tax reports, breach including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of warranty in this Agreement or the non-fulfillment in any material respect Section VIII, and (iii) for breaches of any agreement, covenant or obligation which first arises after the Closing. (c) Interest at the prime rate as quoted in The Wall Street Journal shall accrue on all amounts to be indemnified from the date of the Closing to the date of payment by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoingShareholders, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate if payment of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim an INFOCURE Loss is made by the Buyer on or before the expiration of one (1) year from and after the Closing Dateby INFOCURE, from the date of such payment by INFOCURE to the date of indemnification by the Shareholders. (d) The total liability of the Shareholders under this Section IX shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which INFOCURE is entitled to indemnification hereunder, INFOCURE shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, and the

Indemnification by the Shareholders. To Each of the fullest extent permitted Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates (collectively, the "Acquisition Indemnified Parties") harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred by lawany of the Acquisition Indemnified Parties in connection with or arising 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 contained in this Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, each Shareholder hereby covenants 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 agrees with Buyer distribution of product; provided, however, that the Shareholders shall be required to indemnify Buyer severally and its successors hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and assigns Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (individually, a the "Buyer Indemnified PartyBasket"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, breach of warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) then the Shareholders shall only be liable severally for all such items Losses and Expenses in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding Basket. Notwithstanding the foregoing, the maximum liability of each Shareholder the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by reason of any the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and all breaches exclusive remedy for the indemnity obligations of the warranties and representations contained in Articles 4 and 6 Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); treated as a purchase price adjustment for federal, state and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Datelocal Tax purposes.

Indemnification by the Shareholders. To (a) The Shareholders hereby agree, jointly and severally, to indemnify and hold Buyer, and its successors (collectively "Buyer" for purposes of this Section IX only) harmless at all times from and after the fullest extent permitted Closing, against and in respect of the following: (i) All losses, liabilities, costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided in this paragraph 9.1 are collectively referred to as "Buyer Losses". 23 (b) The period during which Buyer must give notice in writing to the Shareholders of claims for indemnification hereunder shall expire on June 30, 1998 except that such period shall be extended to the applicable statute of limitations plus thirty (30) days with respect to claims (i) for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of Section VIII, and (iii) for breaches of any covenant or obligation which first arises after the Closing. (c) Interest at the prime rate as quoted in The Wall Street Journal shall accrue on all amounts to be indemnified from the date of the Closing to the date of payment by lawthe Shareholders, each Shareholder hereby covenants or if payment of an Buyer Loss is made after the Closing by Buyer, from the date of such payment by Buyer to the date of indemnification by the Shareholders. (d) The total liability of the Shareholders under this Section IX shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Buyer is entitled to indemnification hereunder, Buyer shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, and agrees with Buyer the Shareholders shall have a right to compromise or defend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the approval of the Buyer, which approval will not be unreasonably withheld, at the expense of the Shareholders; provided, however, that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements damages resulting from the failure of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, breach of warranty in this Agreement the Shareholders to defend or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damagespay such claims. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in In the event the Shareholders shall notify Buyer in writing promptly of the intention of the Shareholders to do so, Buyer shall cooperate with the Shareholders and their counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the Shareholders and provide the Shareholders with reasonable access to the books and records of Company to the extent necessary for the compliance with any document request and the reasonable defense of such claim. (f) Buyer shall be entitled to payment hereunder only if and to the extent the aggregate for all items for which indemnity is sought exceeds one million dollars ( Buyer Losses under this Agreement exceed Thirty Five Thousand Dollars ($1,000,00035,000). (g) The amount of any Loss shall be reduced by amounts received by the Buyer under any policy of insurance maintained by Company prior to the Closing. Amounts received from any such policy of insurance after the receipt of payment of any Loss from the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited promptly reimbursed to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing DateShareholders.

Indemnification by the Shareholders. To the fullest extent permitted by law, each Shareholder hereby covenants and agrees with Buyer that the The Shareholders shall jointly and severally indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, Telecomm against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities losses (including for Taxes), fines, penalties, damages reasonable attorneys' and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counselother professional fees) (collectively, the "DamagesLosses") suffered or incurred by any Telecomm resulting from or arising out of them resulting from: (i) any misrepresentation, the inaccuracy or breach of warranty any representations, warranties or covenants of the Shareholders or NCS contained in this Agreement or the non-fulfillment in any material respect of any agreementschedule or certificate delivered to Telecomm pursuant to this Agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding claims made or which arise out of the operations or activities of NCS prior to the Merger Date, whether or not asserted, including without limitation tax claims, employee or independent contractor claims, customer claims and environmental claims, and (iii) any and all actions, suits, proceedings, demands, assessments, penalties, fines, judgments, costs and legal and other expenses incident to the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be EXHIBIT "A" liabilities exceeding Two Hundred Fifty Thousand Dollars ($250,000), (v) the EXHIBIT "A-1" list of no further force and effect unless written claim liabilities is made understated by more than ten percent (10%). As security for the indemnification being given by the Buyer on or before Shareholders, the expiration Shareholders agree to pledge their Telecomm stock in favor of Telecomm for a period of one (1) year from the Merger Date. The form of the stock pledge and the assignment of the Telecomm stock is set forth in EXHIBIT D. The Telecomm stock subject to the stock pledge shall be held by Telecomm for the one (1) year period following the Merger Date. The redelivery of the Telecomm stock after the Closing Dateone (1) year period shall in no manner limit the obligations of the Shareholders under 5.4.1. Notwithstanding anything contained herein to the contrary, the Shareholders' obligations to indemnify, as set forth in this paragraph 5.4.1, which arise out of or relate to claims made or which arise out of the operations or activities of NCS prior to the Merger Date and as set forth in subparagraph (ii), above, shall be limited to claims of which the Shareholders and Telecomm have actual notice prior to the first anniversary of this Agreement.

Indemnification by the Shareholders. To the fullest extent permitted Except as otherwise limited by lawthis Article 7, Article 8 and Article 9 hereof, each Shareholder hereby covenants Shareholder, jointly and severally with the other Shareholders, agrees with to indemnify, defend and hold Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), harmless from and hold them harmless from, against and in respect of any and all claims brought Damages actually suffered, incurred or realized by Third Parties for costssuch party, losses, claims, liabilities arising out of or resulting from or relating to: (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (ia) any misrepresentation, breach of representation or warranty made in Article 2 of this Agreement Agreement, including those portions of the Disclosure Schedule referenced in Article 2, or the non-fulfillment in any material respect breach of any agreement, covenant or obligation by agreement of such Shareholder contained in the Seller made in this Agreement Agreement; and (b) all Environmental Liabilities relating to the business and assets of the Company or its Subsidiaries, whenever incurred, based upon, arising from or related to any conditions, events, circumstances, facts, activities, practices, incidents, actions or omissions occurring or existing on or prior to the Closing Date regardless of whether such Environmental Liabilities are known, unknown, disclosed, undisclosed, fixed or contingent, or whether such Environmental Liabilities relate to on-site or off-site Environmental Conditions, including without limitation any Exhibit such Environmental Liabilities arising from the use, storage, handling, treatment, disposal, generation, transportation or Schedule hereto and release of any certificate Hazardous Materials on or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoing, or anything prior to the contrary herein contained: Closing Date but specifically excluding the matters referred to in Section 4.9 hereof. (ic) Sellers shall have no Any liability until or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess operations and business of the first one million dollars ( 1,000,000); Company or any of its Subsidiaries prior to the Closing except to the extent such liability has been fully accrued on the Closing Balance Sheet. (iiid) notwithstanding Any and all Taxes pertaining or attributable to the foregoing, the maximum liability Company or any of each Shareholder by reason of its Subsidiaries with respect to any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement taxable periods or for any Environmental Damages shall be limited portions thereof ending on or prior to the portion of Closing Date to the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer extent not fully accrued on or before the expiration of one (1) year from and after the Closing DateBalance Sheet, including without limitation Taxes pertaining or attributable to the Repurchase, the Special Shareholder Loans or the Special Distribution.

Indemnification by the Shareholders. To the fullest extent permitted by law(a) The Shareholders hereby agree, each Shareholder hereby covenants jointly and agrees with Buyer that the Shareholders shall severally, to indemnify Buyer severally and hold Buyer, and its successors successor (collectively "Purchaser" for purposes of this Section IX only) harmless at all times from and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless fromafter the Closing, against and in respect of any and all claims brought by Third Parties for costs, the following: (i) All losses, claimsliabilities, liabilities (costs and damages, including for Taxes)without limitation, interest, penalties and fines, penaltiesresulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided herein are collectively referred to as "Buyer Losses". (including interest, if any, imposed b) The period during which Purchaser must give notice in connection therewith, court costs and reasonable fees and disbursements writing to the Shareholders of counselclaims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to the applicable statute of limitations plus thirty (30) (collectively, "Damages") incurred by any of them resulting from: days with respect to claims (i) any misrepresentationfor unpaid taxes and failure to file required tax reports, breach including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of warranty in this Agreement or the non-fulfillment in any material respect Section VIII, and (iii) for breaches of any agreement, covenant or obligation which first arises after the Closing. (c) Interest at the prime rate shall accrue and be paid on all amounts to be indemnified from the date of the Closing to the date of payment by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoingShareholders, or anything if payment of a Buyer Loss is made after the Closing by Purchaser, from the date of such payment by Purchaser to the contrary herein contained: date of indemnification by the Shareholders. (id) Sellers The total liability of each Shareholder under this Section IX shall not exceed the consideration received or to be received by such Shareholder pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Purchaser is entitled to indemnification hereunder, Purchaser shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, and the Shareholders shall have no liability until a right to compromise or defend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the aggregate approval of all items for the Purchaser, which indemnity is sought exceeds one million dollars ($1,000,000)approval will not be unreasonably withheld, at the expense of the Shareholders; (ii) in provided, however, that the Shareholders shall indemnify Purchaser against any costs and damages resulting from the failure of the Shareholders to defend or pay such claims. In the event the Shareholders shall notify Purchaser in writing promptly of the intention of the Shareholders to do so, Purchaser shall cooperate with the Shareholders and their counsel in the compromising of or the defending against any such liabilities or claims, at the expense of the Shareholders and provide the Shareholders with reasonable access to the books and records of Company to the extent necessary for the compliance with any document request and the reasonable defense of such claim. (f) Purchaser shall be entitled to payment hereunder only if and to the extent the aggregate for all items for which indemnity is sought exceeds one million dollars ( Buyer Losses under this Agreement exceed Thirty-Five Thousand Dollars ($1,000,00035,000). (g) The amount of any Buyer Loss shall be reduced by amounts received by the Purchaser under any policy of insurance maintained by Company prior to the Closing. Amounts received from any such policy of insurance after the receipt of payment of any Buyer Loss from the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited promptly reimbursed to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing DateShareholders.

Indemnification by the Shareholders. To the fullest extent permitted by law(a) The Shareholders hereby agree, each Shareholder hereby covenants jointly and agrees with Buyer that the Shareholders shall severally, to indemnify Buyer severally and its successors hold IFC and assigns (individually, a "Buyer Indemnified Party")CMA, and hold them their successors (collectively "Purchaser" for purposes of this Section IX only) harmless fromat all times from and after the Closing, against and in respect of any and all claims brought by Third Parties for costs, the following: (i) All losses, claimsliabilities, liabilities (costs and damages, including for Taxes)without limitation, interest, penalties and fines, penaltiesresulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney fees, arising from or incurred in connection with suits, proceedings, decrees or judgments incident to any of the foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided herein are collectively referred to as "IFC Losses". (including interest, if any, imposed b) The period during which Purchaser must give notice in connection therewith, court costs and reasonable fees and disbursements writing to the Shareholders of counselclaims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to the applicable statute of limitations plus thirty (30) (collectively, "Damages") incurred by any of them resulting from: days with respect to claims (i) any misrepresentationfor unpaid taxes and failure to file required tax reports, breach including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of warranty in this Agreement or the non-fulfillment in any material respect Section VIII, and (iii) for breaches of any agreement, covenant or obligation which first arises after the Closing. (c) Interest at the prime rate shall accrue and be paid on all amounts to be indemnified from the date of the Closing to the date of payment by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoingShareholders, or anything if payment of a IFC Loss is made after the Closing by Purchaser, from the date of such payment by Purchaser to the contrary herein contained: date of indemnification by the Shareholders. (id) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum The total liability of each Shareholder under this Section IX shall not exceed the consideration received or to be received by reason such Shareholder pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Purchaser is entitled to indemnification hereunder, Purchaser shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement Shareholders shall have a right to compromise or for defend any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Date.matter involving such asserted liability, through counsel

Indemnification by the Shareholders. To Subject to the fullest extent permitted by lawprovisions set forth in Section 6.2, each Shareholder hereby covenants will indemnify and agrees with Buyer that the Shareholders shall indemnify Buyer severally hold harmless Buyer, its Subsidiaries and its successors their respective Affiliates and assigns their respective officers, directors, employees and agents (individually, a "“Buyer Indemnified Party")” and collectively, the “Buyer Indemnified Parties”) from and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claimsliabilities, liabilities (including for Taxes)obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, damages costs and expenses (including interestthe reasonable fees, if anydisbursements and expenses of attorneys, imposed accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against (collectively “Losses” and individually a “Loss”) any Buyer Indemnified Party arising out of, based upon or in connection therewith, court costs and reasonable fees and disbursements of counsel) with: (collectively, "Damages") incurred by any of them resulting from: (ia) any misrepresentation, breach of any representation or warranty made by the Company or by such Shareholder in this Agreement; (b) any breach of any covenant or agreement made by the Company or by such Shareholder in this Agreement or the non-fulfillment in any material respect Escrow Agreement; and (c) notwithstanding whether there is a breach of any agreement, covenant or obligation by of the Seller made representations and warranties set forth in this Agreement Section 2 (including without limitation Section 2.8) and except to the extent already reflected in the calculation of Closing Net Worth, any Exhibit liability for Taxes (or Schedule hereto and any certificate the nonpayment thereof) of the Company for (i) all taxable periods ending on or instrument delivered in connection herewith) before the Closing Date and (ii) the portion through the end of the Closing Date of any Environmental Damages. Notwithstanding taxable period that includes (but does not end on) the foregoing, or anything to the contrary herein contained: Closing Date (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000a “Straddle Period”); provided that in no event shall the Shareholders be required to indemnify Buyer for (A) any such Taxes (other than Taxes payable by the Shareholders upon the sale of the Shares to Buyer hereunder) arising from any event occurring on the Closing Date but after the Closing which is not in the ordinary course of business of the Company, (B) any such Taxes that are described in Section 1.7 or (C) any such Taxes arising from a breach described in Section 6.1(a) or (b). For purposes of clause (ii) of the immediately preceding sentence, the portion attributable to a Straddle Period of any Income Tax of the Company 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 holds a beneficial interest shall be deemed to terminate at such time), and the portion attributable to a Straddle Period of any other Tax shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in such Straddle Period up to and including the Closing Date and the denominator of which is the number of days in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000entire Straddle Period. Losses described in or arising under subsections (a) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); through (iiic) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited Section 6.1 are collectively referred to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the as “Buyer on or before the expiration of one (1) year from and after the Closing DateIndemnifiable Losses.”

Indemnification by the Shareholders. To (i) the fullest extent permitted breach of any representation or warranty made by lawthe Company or such Shareholder in the Acquisition Documents (in each case, each Shareholder hereby covenants and agrees with Buyer that solely for purposes of calculating the Shareholders shall indemnify Buyer severally and its successors and assigns (individuallyamount of any Loss pursuant to this Section 9.02, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all qualifications of a representation or warranty using the words "material," "materiality," "Company Material Adverse Effect," the negatives thereof, and words of similar import, shall be excluded, as though, for such purposes, the representation or warranty in question had been made without such qualification); (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 brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: based on fraud: (i) any misrepresentation, breach the maximum aggregate amount of warranty indemnifiable Losses arising out of or resulting from the causes enumerated in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewithSection 9.02(a)(i) and (ii) which may be recovered from any Environmental Damages. Notwithstanding the foregoing, or anything Shareholder shall be limited to the contrary herein contained: (i) Sellers Escrow Shares and shall have no liability until not exceed such Shareholder's pro rata share of the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000)Escrow Shares; and (ii) no indemnification payment by the 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 the event the Section 9.02(a)(i) and (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate for all items for to more than $3,500,000, after which indemnity is sought exceeds one million dollars ( $1,000,000) time the Shareholders shall be liable severally for all such items in excess of indemnifiable Losses, including the first one million dollars ( 1,000,000); (iii) notwithstanding $3,500,000, and only if the foregoing, event or condition giving rise to a claim for indemnification exceeds $50,000. In no event shall the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of Shareholders be liable for consequential damages under this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing DateAgreement.

Indemnification by the Shareholders. To Subject to the fullest extent permitted by lawterms and conditions of this Section, each Shareholder hereby covenants and agrees with Buyer that of the Shareholders shall indemnify Buyer Owners hereby, severally and its successors and assigns (individuallyjointly, a "Buyer Indemnified Party")agrees to indemnify, defend and hold them harmless LKQ and its affiliates from, against against, for, and in respect of any and all claims brought by Third Parties for costsexpenses, losses, claimscosts, deficiencies, liabilities and damages (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable related counsel fees and disbursements of counselexpenses) (collectively, "“Damages"”) incurred or suffered by any of them by reason of, resulting from: , based upon or arising out of (i) any misrepresentationinaccuracy, breach untruth, or incompleteness of any representation or warranty of the Owners contained in or made pursuant to this Agreement or the non-fulfillment in any material respect of any agreementcertificate, covenant schedule or obligation exhibit furnished by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered Owners in connection herewith) and , (ii) any Environmental Damages. Notwithstanding breach or partial breach of any covenant or agreement made by the foregoingOwners in this Agreement, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding any claim relating to any Environmental Law and based upon the foregoing, the maximum liability of each Shareholder by reason of any and all breaches actions or inactions of the warranties and representations contained in Articles 4 and 6 of this Agreement Company or for any Environmental Damages shall be limited the Owners prior to the portion Closing Date, including matters disclosed in the Disclosure Schedule. The right of the Purchase Price paid LKQ to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year indemnified from and after the Closing Date shall be subject to each of the following principles or qualifications: 9.1.1 LKQ shall be entitled to 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 Damages exceeds $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 limitation on recoverable Damages shall not apply to any claim based upon a breach of the 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 warranties made by the Owners 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 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 thereafter be barred. 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; (ii) the representations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the 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 the right, but not the obligation, of LKQ to set-off against amounts payable to the Owners under the Notes, provided that notice of a potential claim for Damages is delivered by LKQ to the Owners prior to the second anniversary of the Closing. Upon notice to the Owners specifying in reasonable detail the basis for such set-off, LKQ may set-off any amount to which 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 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 enforcement of any other remedies that may be available to it.

Indemnification by the Shareholders. To 9.2.1 The Shareholders, jointly and severally, hereby agree, except in the fullest extent permitted case of any breach of, or inaccuracy in, any representation or warranty by lawa Shareholder as set forth in Article 4, in which case each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall severally agrees, to defend, indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless Buyer and the SP Companies from, against and in respect to any Loss suffered or incurred by Buyer or the SP Companies by reason of (i) a breach of, or inaccuracy in, any representation or warranty by the Shareholders or the SP Companies contained in this Agreement, (ii) the nonfulfillment of any and covenant or agreement by the Shareholders or the SP Companies contained in this Agreement, (iii) all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by Proceedings incident to any of them resulting the foregoing. Any claim for indemnification pursuant to this Section 9.2.1 must be initiated during the Claims Period. 9.2.2 The Shareholders, jointly and severally, hereby agree, to defend, indemnify and hold harmless Buyer and the SP Companies from: , against and in respect to (i) any misrepresentationand all Litigation Liabilities, breach of warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any and all Preexisting Liabilities, and (iii) any and all Environmental DamagesLiabilities. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items The amount for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items Environmental Liabilities shall not be subject to the Shareholders Minimum Amount and shall not exceed $2,500,000. The Shareholders shall be liable on a dollar for dollar basis for the first $1,750,000 of Environmental Liabilities and shall be liable for one half of each dollar of Environmental Liabilities in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the $1,750,000 up to a maximum aggregate liability of each Shareholder by reason of $2.5 million. Any claim for indemnification with respect to Preexisting Liabilities must be initiated during the Claims Period. The Claims Period shall not apply to any claim for indemnification with respect to Litigation Liabilities and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or such a claim may be initiated at any time. Any claim for any indemnification with respect to Environmental Damages shall Liabilities must be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer initiated on or before the expiration third anniversary of one (1) year from and after the Closing Date. Promptly after the third anniversary of the Closing Date, Buyer and the Shareholders shall meet and endeavor to agree on the amount required to resolve any outstanding claims for indemnification for Environmental Liabilities ("Environmental Accrual"), and the balance of the Environmental Liabilities Fund (as defined in the Escrow Agreement) in excess of any such agreed Environmental Accrual, if any, shall be paid to the Shareholders by the Escrow Agent. If Buyer and the Shareholders cannot so agree, the parties shall submit their dispute to arbitration pursuant hereto, and following a determination by arbitration of the Environmental Accrual, the balance of the Environmental Liabilities Fund in excess of any such arbitrated Environmental Accrual, if any, shall be paid to the Shareholders.

Indemnification by the Shareholders. To the fullest extent permitted by law, each Shareholder hereby covenants The Principals jointly and agrees with Buyer that the Shareholders shall severally agree to indemnify Buyer severally Parent from and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities Loss or Losses (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counselas defined above) (collectively, "Damages") suffered or incurred by any of them resulting from: Parent by reason of: (i) any misrepresentationAny untrue representation of, or breach of warranty by, Company or the Shareholders in any part of this Agreement or the non-fulfillment Disclosure Schedule, provided, however, that no claim for indemnity may be made pursuant to this subsection after the first anniversary of the Closing Date, except that any claim relating to the items set forth in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewithsubsections 3(j) and 3(l), relating to taxes and employee benefits matters, may be asserted up to thirty (30) days after the passing of the statute of limitations with respect to the matters set forth in such subsections; (ii) Any nonfulfillment of any Environmental Damages. Notwithstanding the foregoingcovenant, agreement or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate undertaking of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) Company in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items any part of this Agreement that has not been specifically waived in excess of the first one million dollars ( 1,000,000); writing by Parent; (iii) notwithstanding Any nonfulfillment of any covenant, agreement or undertaking of any Principal under any of the foregoingEmployment Contracts contemplated in Section 5(k) hereof; and (iv) Any failure to pay, satisfy or discharge any amounts due and owing pursuant to the maximum liability of each Shareholder Principal Notes or Affiliate Note. Xxxxxxx Xxxxxxx agrees to indemnify Parent from and against any and all Loss or Losses (as defined above) suffered or incurred by Parent by reason of any and all breaches untrue representation of, or breach of the warranties and representations contained warranty by, Xxxxxxx Xxxxxxx in Articles 4 and 6 Section 2 of this Agreement or for the Disclosure Schedule as it relates to any Environmental Damages shall be limited to the portion of the Purchase Price paid parts of Section 2, provided, however, that no claim for indemnity may be made pursuant to such Shareholder (before deduction this paragraph after the first anniversary of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Date. The obligations of the Shareholders to indemnify Parent pursuant hereto shall be secured by the rights of offset of Parent against the January 1999 Notes or Six-Month Notes, which shall constitute a non-exclusive source of funds for the satisfaction of the Shareholders' indemnification obligations to Parent, all pursuant to the provisions of this Agreement and the January 1999 Notes or Six-Month Notes.