Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement, each Shareholder shall jointly and severally indemnify the Purchaser, and the Company and each of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party may suffer, sustain or become subject to, as a result of or relating to: (a) the breach of any representation or warranty made by the Company or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or (b) the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to the terms of this Agreement.

Indemnification by the Shareholders. Subject to the limitations set forth in Section 7.3 of this Agreement, each Shareholder shall jointly and severally indemnify and defend the Purchaser, Purchaser and the Company and each of their respective its officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against and pay on behalf of or reimburse such party in respect of any damage, liabilityLiability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, taxTax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( (“Damages”) against or affecting such party Indemnified Party or which, if determined adversely to such partyIndemnified Party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party Indemnified Party may suffer, sustain or become subject to, as a result of or relating to: (a) 7.2.1 the breach of any representation or warranty made by the Company or any Shareholder contained in this Agreement or any certificate delivered to the Purchaser with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; orClosing; (b) 7.2.2 the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement or any certificate delivered to the Purchaser with respect thereto in connection with the Closing; 7.2.3 Taxes, assessments or other governmental charges arising from the Company and/or the Shareholders, the Business or the Company through the Closing if such Date; 7.2.4 any claim alleging liability against the Company and/or the Shareholders or Purchaser for any act or omission of the Company and/or the Shareholders or any managers, members, officers or employees or circumstance relating to the Company or the Business arising before the Closing Date or the transactions contemplated by this Agreement; 7.2.5 any claim of infringement or violation of the intellectual property rights of a third party or failure of the Company to be the owner of the Business and the assets of the Business without any liens or other Encumbrances except as specifically set forth in the Disclosure Letter; 7.2.6 any claim or cause of action alleging liability related to any agreement with any of the employees or independent contractors or the Company or the Business, any agreement between the Company or the Shareholders or any of them and any third party relating to the Business or the Company before the Closing Date; 7.2.7 any claim or cause of action by or on behalf of a creditor of either or both of the Company and the Shareholders asserting liability against Purchaser, as purchaser of the Company Stock or the Business, or seeking to impose any lien or any other encumbrance upon any of the Company Stock or Business assets, for obligations of any of the Company and the Shareholders 7.2.8 any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; or 7.2.9 the breach is not cured within fifteen (15) days of such noticeany representation, warranty, covenant or agreement made by the Shareholders pursuant to the Non-competition Agreements. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party one or parties more Shareholders individually for all or any portion of any such Damages or pursuant to the terms of this AgreementSection 7.5, or both.

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement(a) Each Shareholder shall, each Shareholder shall jointly and severally indemnify severally, through the PurchaserHoldback or otherwise, indemnify, hold harmless and defend Buyer and its directors, officers, shareholders, employees, agents and successors and assigns, and, from and after the Closing, and also the Company and each of their respective those persons who, following the Closing Date, are the Company's officers, directors, stockholders, employees, agents, representatives, affiliates, agents and successors and assigns and hold each (collectively, all of them harmless the foregoing, the "indemnified parties" or, individually, an "indemnified party") from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid "Damages" (as hereinafter defined) that arise from or incurred are in connection with with: (i) Except as provided in Section 14.1(b) below, any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence breach of, or relate toinaccuracy in, any other Damages and of the investigation, defense representations or settlement warranties of any of the foregoing Damages which Shareholders contained in this Agreement or in any of the Disclosure Schedules or any certificates delivered hereunder; (ii) Except as provided in Section 14.1(b) below, any breach or default by the Shareholders of their covenants or agreements contained in this Agreement; (iii) Any claim, lawsuit, action or other proceeding that (i) is pending against the Company and/or any of the Shareholders on the Closing Date, except only to the extent that such party may sufferclaim, sustain lawsuit, action or become subject toother proceeding is taken into account as a reduction of the Net Asset Value in the Closing Balance Sheet, or (ii) is brought against Buyer or the Company as a result of or relating to: (a) the breach arising from any acts or omissions of any representation or warranty made by for the Company or the Shareholders that have occurred on or before the Closing Date or any Shareholder acts or omissions of the Shareholders that may occur after the Closing Date, and whether or not the bringing or assertion of any such claim, lawsuit, action or other proceeding constitutes a breach of the Shareholders' representations or warranties contained in this Agreement with respect thereto or is disclosed in Disclosure Schedules; (iv) The failure to have paid or to pay, when due, any Taxes or effect any withholdings that arose out of the operations of the Company or the consummation of the transactions contemplated by or preceding this Agreement or the failure to have filed, when due, any Tax Returns related to any such Taxes or any period up to the Closing Date, whether or not such failure constitutes a breach of the representations or warranties of Seller contained in this Agreement or is disclosed in the Disclosure Schedules; (v) Any claim, lawsuit, action or other proceeding that is brought against the Company or the Buyer in connection with any payments made to the senior executives of the Company under the Bonus Plan; (vi) The existence prior to the Closing if such breach is Date of any toxic or hazardous substances or materials upon, about or beneath the Real Properties or migrating or threatening to migrate from any of the Real Properties or the violation of applicable environmental laws or regulations pertaining to the Real Properties, or any real properties at which the Company previously conducted any operations and whether or not cured within fifteen (15) days the existence of such notice; ortoxic or hazardous substances or materials or the existence or occurrence of any such violations was disclosed to Buyer. (b) Each Shareholder, severally and not jointly, shall indemnify, hold harmless and defend Buyer and each of the breach of other indemnified parties named in Section 14.1(a) above, from and against any covenant and all Damages that arise from or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such any breach is not cured within fifteen (15) days or inaccuracy in any of such notice. The Purchaser’s remedy for Shareholder's representations or warranties contained in Section 5 or in any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party Disclosure Schedules or parties for all or any portion of Closing certificate relating to any such Damages representations or pursuant to the terms warranties of this Agreementsuch Shareholder.

Indemnification by the Shareholders. Subject to Each of the limitations set forth in this AgreementShareholders, each Shareholder shall jointly and severally severally, shall indemnify the Purchaser, and the Company and each of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless the Purchaser from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses whatsoever (hereinafter referred to collectively as the "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as hereinafter defined), sustained or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any member of the foregoing Damages which such party may suffer, sustain or become subject to, Purchaser Group and/or either of the Companies (i) as a result of or relating to: (a) arising from the breach of any representation of the obligations, covenants or warranty provisions of, or the inaccuracy of any of the representations or warranties made by, either of the Companies or any of the Shareholders herein, (ii) arising out of or relating to PRM, the Division or the dividend thereof (including any Tax due and payable by the Company Companies from any gain on the sale thereof or otherwise), (iii) arising out of or related to the development of the Internet-Based Computer Software for Professional Employer Organizations, including any Shareholder contained infringement claims arising therefrom, (iv) arising out of or relating to 34 the Share Repurchase Agreement or Voting Trust Agreement including but not limited to any claim by K. Sxxxxxxx xxxsing therefrom, (v) arising out of or relating to any claims or litigations set forth on Exhibit II(W), (vi) arising out of or relating to the failure to pay or perform any Guarantees or (vii) arising out of or relating to any claim that the Companies (or either of them) are in violation of any statutes, rules and/or regulations relating to professional employer organizations. For purposes hereof "Purchaser's Counsel Expenses" shall mean reasonable fees and disbursements of counsel howsoever sustained or incurred by any member of the Purchaser Group and/or either of the Companies, including, without limitation, in any action or proceeding between any member of the Purchaser Group and/or either of the Companies and any of the Shareholders or in any action or proceeding between the Purchaser and/or either of the Companies and any third party. In addition to the right of the Purchaser to indemnification hereunder, the Purchaser shall have the right from time to time to set off the amount of any of the Purchaser's Damages against any Earn-Out Payments or Additional Payments due and payable to the Shareholders as provided for in Section I(C) or I(D) hereof; provided, however, that the Purchaser shall not have the right to set-off under this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or (bSection X(A) the amount of the Purchaser's Damages which it may sustain or incur by reason of a breach of any covenant or agreement made by of the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder Shareholders' covenants contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to the terms of this AgreementSection XI hereof.

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement(a) Each Shareholder shall, each Shareholder shall jointly and severally indemnify severally, through the PurchaserHoldback or otherwise, indemnify, hold harmless and defend Buyer and its directors, officers, shareholders, employees, agents and successors and assigns, and, from and after the Closing, and also the Company and each of their respective those persons who, following the Closing Date, are the Company's officers, directors, stockholders, employees, agents, representatives, affiliates, agents and successors and assigns and hold each (collectively, all of them harmless the foregoing, the "indemnified parties" or, individually, an indemnified party") from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid Damages" (as hereinafter defined) that arise from or incurred are in connection with with: (i) Except as provided in Section 14.1(b) below, any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence breach of, or relate toinaccuracy in, any other Damages and of the investigation, defense representations or settlement warranties of any of the foregoing Damages which Shareholders contained in this Agreement or in any of the Disclosure Schedules or any certificates delivered hereunder; (ii) Except as provided in Section 14.1(b) below, any breach or default by the Shareholders of their covenants or agreements contained in this Agreement; (iii) Any claim, lawsuit, action or other proceeding that (i) is pending against the Company and/or any of the Shareholders on the Closing Date, except only to the extent that such party may sufferclaim, sustain lawsuit, action or become subject toother proceeding is taken into account as a reduction of the Net Asset Value in the Closing Balance Sheet, or (ii) is brought against Buyer or the Company as a result of or relating to: (a) the breach arising from any acts or omissions of any representation or warranty made by for the Company or the Shareholders that have occurred on or before the Closing Date or any Shareholder acts or omissions of the Shareholders that may occur after the Closing Date, and whether or not the bringing or assertion of any such claim, lawsuit, action or other proceeding constitutes a breach of the Shareholders' representations or warranties contained in this Agreement with respect thereto or is disclosed in Disclosure Schedules; (iv) The failure to have paid or to pay, when due, any Taxes or effect any withholdings that arose out of the operations of the Company or the consummation of the transactions contemplated by or preceding this Agreement or the failure to have filed, when due, any Tax Returns related to any such Taxes or any period up to the Closing Date, whether or not such failure constitutes a breach of the representations or warranties of Seller contained in this Agreement or is disclosed in the Disclosure Schedules; (v) Any claim, lawsuit, action or other proceeding that is brought against the Company or the Buyer in connection with any payments made to the senior executives of the Company under the Bonus Plan; (vi) The existence prior to the Closing if such breach is Date of any toxic or hazardous substances or materials upon, about or beneath the Real Properties or migrating or threatening to migrate from any of the Real Properties or the violation of applicable environmental laws or regulations pertaining to the Real Properties, or any real properties at which the Company previously conducted any operations and whether or not cured within fifteen (15) days the existence of such notice; ortoxic of hazardous substances or materials or the existence or occurrence of any such violations was disclosed to Buyer. (b) Each Shareholder, severally and not jointly, shall indemnify, hold harmless and defend Buyer and each of the breach of other indemnified parties named in Section 14.1(a) above, from and against any covenant and all Damages that arise from or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such any breach is not cured within fifteen (15) days or inaccuracy in any of such notice. The Purchaser’s remedy for Shareholder's representations or warranties contained in Section 5 or in any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party Disclosure Schedules or parties for all or any portion of Closing certificate relating to any such Damages representations or pursuant to the terms warranties of this Agreementsuch Shareholder.

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement, each Shareholder shall jointly severally, and severally not jointly, indemnify the Purchaser, and the Company and each of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party may suffer, sustain or become subject to, as a result of or relating to: (a) the breach of any representation or warranty made by the Company or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or (b) the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to the terms of this AgreementSection 7.4, or both.

Indemnification by the Shareholders. (a) Subject to the limitations set forth in this Agreementof Sections 10.02(b) and 10.05, each Shareholder shall jointly and severally indemnify the Purchaser, and the Company and each of their respective the Shareholders, jointly and severally, agree to indemnify in full, defend and hold harmless Buyer and its officers, directors, stockholders, employees, agentsagents and shareholders (collectively, representatives, affiliates, successors and assigns and hold each of them harmless from and the "Buyer Indemnified Parties") against and pay on behalf of or reimburse such party in respect of any damageloss, liability, demand, claim, action, cause of action, costdeficiency, damage, diminution in valueexpense or cost (including reasonable legal fees and expenses) (collectively, deficiency, tax, penalty, fine or other loss or expense"Losses"), whether or not arising out actually incurred or paid prior to the expiration of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages indemnification obligation of the Company and the investigationShareholders hereunder, defense or settlement of any of which the foregoing Damages which such party Buyer Indemnified Parties may suffer, sustain or become subject to, as a result of or relating toany of the following: (ai) any misrepresentation in any of the representations and warranties of the Company or any Shareholder contained in this Agreement, the Disclosure Schedule or any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of the Shareholders pursuant to the terms of this Agreement, any of the Closing Agreements or otherwise referenced or incorporated in this Agreement (collectively, the "Shareholder Related Documents"); (ii) any breach of, or failure to perform, any agreement or covenant of any representation or warranty made by the Company or any Shareholder contained in this Agreement with respect thereto or the Shareholder Related Documents; (iii) any Claim or threatened Claim against the Buyer Indemnified Parties that arises in connection with the actions or inactions of the Company or any Shareholder with respect to the Business or the Assets prior to the Closing if Date; (iv) any action brought or claim made by any third party alleging personal injury, death or other damage caused by the services provided by or the use of any products delivered and placed in commerce by the Company on or before the Closing Date without regard to when the event, occurrence, continuance, injury or condition giving rise to such breach is not cured within fifteen (15) days of such noticeaction or claim shall occur; or (v) any liability relating to the conduct of the Business or any other business of the Company prior to the Closing Date that is not an Assumed Liability; (vi) any liability arising in any way from any matter disclosed in Schedule 5.16; (vii) the conduct of the operations of the Company after the Closing Date. (b) The Shareholders and the Company, collectively, shall be liable to the Buyer Indemnified Parties for any Losses only if (i) the aggregate amount of all Buyer Losses exceeds $25,000 (the "Basket Amount"), in which case the Shareholders and the Company, collectively, shall be obligated to indemnify the Buyer Indemnified Parties for the aggregate amount of all such Losses, including the Basket Amount and (ii) only to the extent such Losses do not exceed $6,750,000 (such sum being hereinafter referred to as, the "Cap"); provided, however, that neither the Basket nor the Cap shall apply to any Loss for which indemnification is claimed (x) pursuant to Section 10.02(a)(vi) or (vii), (y) as a result of a breach of any covenant of the representations and warranties contained in Section 5.16, or agreement made by (z) as a result of a breach of the representation and warranty contained in Section 5.20(l). The Shareholders and the Company (if such covenant or agreement is to be performed at or prior to acknowledge and agree that the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with Escrow Amount shall constitute security for the Closing if such breach is satisfaction of, and not cured within fifteen (15) days a limit of, the liability of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to Shareholders and the terms of this AgreementCompany.

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement, each Shareholder shall The Shareholders jointly and severally indemnify covenant and agree that, notwithstanding the PurchaserClosing, the delivery of any instruments of conveyance, and any liquidation or dissolution of the Company Company, and each regardless of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay any investigation at any time made by or on behalf of Buyer or reimburse such party of any information Buyer may have in respect of thereof, the Shareholders, jointly and severally will indemnify, hold harmless and defend, from, for and against any loss, damage, liability, demanddeficiency or claim (including without limitation, claimreasonable attorneys' fees and other costs and expenses incident to any suit, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine investigation or other loss or expense, whether or not proceeding) arising out of a third party claimor resulting from, including all interestand will pay Buyer, penaltiesthe Company, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, its affiliates on demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement full amount of any of sum which the foregoing Damages which such party Buyer, the Company, and their affiliates may suffer, sustain pay or become subject to, as a result of or relating toobligated to pay on account of: (ai) any material inaccuracy in any representation or the breach of any representation or warranty made by any Shareholders or the Company hereunder; (ii) any failure of any Shareholders or the Company duly to perform or observe any material term, provision, covenant, agreement or condition hereunder on the part of the Shareholders or the Company to be performed or observed; (iii) any debt, expense, claim, litigation or other action of any nature arising out of any act performed, or transactions entered into by the Shareholders or the Company prior to the Closing and asserted against the Buyer or the Company, including, but not limited to the claims against the Company set forth on Schedule 5.22; (iv) any income, payroll, franchise and excise tax or other tax liability of the Company or the Shareholders for periods prior to the Closing unless such tax liabilities are specifically reserved for in the Closing Balance Sheet. In addition to its other remedies hereunder, Buyer shall have the right to set-off any claim arising hereunder against any amounts due the Shareholders by the Company or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or (b) the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed Buyer at or prior subsequent to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if . Each such breach Damage Claim is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant referred to the terms of this Agreementherein as a "Buyer's Indemnified Loss".

Indemnification by the Shareholders. Subject to the limitations set forth in of Section 12.01 and the other provisions of this AgreementArticle XII, from and after the Closing each Shareholder shall jointly and severally shall indemnify the and hold harmless Purchaser, and the each Company and each of their respective successors, assigns, shareholders, employees, officers, directors, stockholders, employees, agentsmembers, representatives, affiliates, successors Affiliates and assigns and hold agents (each of them harmless a “Purchaser Indemnified Party”) from and against any and pay on behalf of or reimburse such party in respect of any damageall damages, liabilitylosses, demandobligations, claimliabilities, actionclaims, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interestencumbrances, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses fees) including any and all amounts paid or incurred in connection actions, suits, investigations, proceedings, demands, assessments, audits and judgments with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely respect to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party may suffer(collectively, sustain or become subject to“Losses”), as a result of arising from or relating to: to (a) the any misrepresentation in or breach of any representation or warranty made by any Shareholder in this Agreement or any Related Agreement; (b) nonfulfillment of any of the covenants or agreements of any Shareholder in this Agreement or any Related Agreement; (c) the Excluded Liabilities, (d) any third party claims naming Purchaser, or any Company or any Shareholder contained of their Affiliates relating to the operation of the Business by the Shareholders or any Company on or prior to the Closing Date or arising out of the transactions entered into by the Shareholders or any Company or events occurring regarding the Business on or prior to the Closing Date, (e) the actual or alleged presence, release or threat of release of, migration of or exposure to any Hazardous Material on, in, under or affecting all or any portion of the Leased Real Property or any surrounding areas that resulted from any act or omission of any Company in this Agreement violation of Environmental Law or that was present in violation of Environmental Law as of, or prior to, the Closing Date, and any actual or alleged personal injury or property damage arising out of or related to the presence of any such Hazardous Material on the Leased Real Property as of, or prior to, the Closing Date and in violation of Environmental Law; (f) any Taxes imposed on any Company or with respect thereto to the Business for any period (or portion of any period) ending on or before the Closing Date, which are the responsibility of the Shareholders as provided in Section 13.01 hereof, including, without limitation, any (i) Taxes imposed in connection with the Closing if such breach is not cured within fifteen Section 338(h)(10) Election, (15) days of such notice; or (bii) the breach transfer of Excluded Assets, (iii) liabilities or obligations of any covenant or agreement made by the Company with respect to such Company’s failure to (if such covenant or agreement is to be performed at A) comply with sales tax laws, and (B) collect sales tax in connection with any of its auctions on or prior to the Closing; (g) any Liability, obligation or claim with respect to the ownership or use of the Excluded Assets; (h) any Liability, obligation or claim related to the failure of any Company to retain, prior to the Closing, any Retained Vehicle in accordance with the directions set forth in any Retention Notice; (i) the assertion or recovery against Purchaser, any Subsidiary of Purchaser or any Shareholder contained in this Agreement with respect thereto Company in connection with any employment-related claims arising out of or in connection with facts, circumstances or conditions existing on or prior to the Closing, which are (i) filed prior to the Closing if such breach is Date or (ii) filed after the Closing Date but which arose from facts and circumstances or an event which existed prior to the Closing Date; (j) Encumbrances on the Assets which attached prior to the Closing and which are not cured within fifteen disclosed in the Disclosure Schedules of the Shareholders; (15k) days any warranty claims relating to Vehicles or other Inventory sold by any Company prior to Closing; (l) any violation of such notice. The Purchaser’s remedy any statute, regulation or ordinance relating to zoning or land use (including, without limitation, any existing approved site plan or plan of operation for the Leased Real Property) (“Zoning Regulations”), by any Company relating to the use of the parcel of Leased Real Property located at 0000 Xxxxxxx Xxxx, Nashville, TN 37209 prior to the Closing Date as an auto salvage/auction pool, (m) the costs for any indemnification improvements, alterations or repairs to any Leased Real Property required, by reason of Damages hereunder may any action or inaction of any Company prior to the Closing (except for such costs for any improvements, alterations or repairs to any Leased Real Property that would not be satisfied required but for the actions or inactions of Purchaser following the Closing), to cause such Leased Real Property to comply with the provisions of Title II of the Americans With Disabilities Act of 1990 (42 U.S.C. § 1201 et seq.) and the regulations and guidelines promulgated thereunder (but only to the extent such Company or Purchaser is required by proceeding against a Governmental Entity to effect such improvements, alterations or repairs)]; (n) any Company’s disposal, emission, discharge, handling, storage, or transportation prior to the indemnifying party Closing of any Hazardous Materials in violation of Environmental Law or parties its arranging for all disposal, discharge, storage or release prior to the Closing of any Hazardous Material in violation of Environmental Law; (o) the Terminated Agreements; (p) the Existing Real Estate Leases; (q) the Indebtedness of any Company set forth in the Payoff Letters; (r) the Transaction Expenses; and (s) any violation by any Company of any Environmental Law or Environmental Requirement, including, without limitation, any such violations set forth on Schedule 4.17. Notwithstanding the foregoing obligations of the Shareholders set forth in this Section 12.02, the Shareholders shall only be obligated to indemnify or hold harmless any Purchaser Indemnified Party for any Losses (i) related to, arising out of, or in connection with (A) any act or omission of the Shareholders or any portion of any such Damages Company occurring on or pursuant prior to the terms Closing, (B) any fact, circumstance, event or condition existing or occurring on or prior to the Closing or (C) any transaction entered into, or the operation of this Agreement.the Business, on or prior to the Closing; (ii) in the case of items (c) through (r) of the preceding sentence, to the extent such Losses arise out of Liabilities incurred by any Company, Purchaser or any of their Affiliates after the Closing; and

Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement, each Shareholder shall The Shareholders jointly and severally indemnify covenant and agree that, notwithstanding the PurchaserClosing, the delivery of any instruments of conveyance, and any liquidation or dissolution of the Company Company, and each regardless of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay any investigation at any time made by or on behalf of Buyer or reimburse such party of any information Buyer may have in respect of thereof, the Shareholders, jointly and severally will indemnify, hold harmless and defend, from, for and against any loss, damage, liability, demanddeficiency or claim (including without limitation, claimreasonable attorneys' fees and other costs and expenses incident to any suit, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine investigation or other loss or expense, whether or not proceeding) arising out of a third party claimor resulting from, including all interestand will pay Buyer, penaltiesthe Company, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, its affiliates on demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement full amount of any of sum which the foregoing Damages which such party Buyer, the Company, and their affiliates may suffer, sustain pay or become subject to, as a result obligated to pay on account of (i) any inaccuracy in any representation or relating to: (a) the breach of any representation or warranty made by any Shareholders or the Company hereunder; (ii) any failure of any Shareholders or the Company duly to perform or observe any term, provision, covenant, agreement or condition hereunder on the part of the Shareholders or the Company to be performed or observed; (iii) any debt, expense, claim, litigation or other action of any nature arising out of any act performed, or transactions entered into by the Shareholders or the Company prior to the Closing and asserted against the Buyer or the Company, including, but not limited to the claims against the Company set forth on Section 5.22 Schedule (a); (iv) any income, payroll, franchise and excise tax or other tax liability of the Company or the Shareholders for periods prior to the Closing unless such tax liabilities are specifically reserved for in the Closing Balance Sheet (iv) any loss, deficiency, debt, expense, claim, litigation, or other action of any nature arising out of or resulting from the inclusion in the Closing Balance Sheet or the existence on the date of Closing of a Defective Loan. In addition to its other remedies hereunder, Buyer shall have the right to set-off any claim arising hereunder against any amounts due the Shareholders by the Company or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or (b) the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed Buyer at or prior subsequent to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if . Each such breach Damage Claim is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant referred to the terms of this Agreementherein as a "Buyer's Indemnified Loss".