Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. 11.1.1 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.

Indemnification by the Shareholders. 11.1.1 Subject Each of the Shareholders, jointly and severally, shall indemnify and hold harmless the Purchaser from and against any and all losses, claims, assessments, demands, damages, liabilities, obligations, costs and/or expenses whatsoever (hereinafter referred to collectively as the terms and conditions "Purchaser's Damages"), including, without limitation, Purchaser's Counsel Expenses (as hereinafter defined), sustained or incurred by any member of this Section 11the Purchaser Group and/or either of the Companies (i) as a result of or arising from the breach of any of the obligations, each covenants or provisions of, or the inaccuracy of any of the representations or warranties made by, either of the Companies or any of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5herein, (ii) arising out of or relating to PRM, the Division or the dividend thereof (including any breach of any covenant or agreement made Tax due and payable by the Company in this Agreement Companies from any gain on the sale thereof or any Ancillary Agreementotherwise), or (iii) fraud arising out of or intentional misconduct by the Company. 11.1.2 Subject related to the terms development of the Internet-Based Computer Software for Professional Employer Organizations, including any 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 conditions disbursements of this Section 11counsel howsoever sustained or incurred by any member of the Purchaser Group and/or either of the Companies, each 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 shallor 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 and after time to time to set off the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect amount of any of the Purchaser's Damages against any Earn-Out Payments or Additional Payments due and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made payable to the Shareholders as provided for in Section 4, (iiI(C) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iiiI(D) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”)hereof; provided, however, that once such aggregate Damages exceed the Threshold, Purchaser shall not have the LKQ Indemnified Parties shall be entitled right to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of set-off under this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”X(A) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such the Purchaser's Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance which it may sustain or other recoveries actually received incur by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result reason of a breach of any of the Shareholders' covenants contained in Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such paymentXI hereof.

Indemnification by the Shareholders. 11.1.1 Subject to the terms and conditions of this Section 11, each of the (a) The Shareholders shall, from jointly and after the Closing Dateseverally, severally but not jointly indemnifyindemnify Target, defend Buyer and hold harmless LKQtheir respective shareholders, its partners, members, officers, directors, employees, agents and its affiliates Affiliates (eachin each case, an “LKQ Indemnified Party” and together, other than the “LKQ Shareholders) (the "Buyer Indemnified Parties”) from"), in respect of, and hold each of them harmless from and against, for and in respect of any and all expensesLosses suffered, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered sustained by any of them by reason ofor to which any of them becomes subject, whether or not involving a Third Party Claim, resulting from, based upon or arising out of of, or relating to, (i) any misrepresentation or breach of any representation or warranty warranty, or nonfulfillment of, or failure to perform, any covenant or agreement, on the part of Target or the Shareholders contained in this Agreement or made any of the other agreements executed in Section 5 or in connection herewith (including, without limitation, any certificate or schedule furnished delivered in connection with the representations and warranties contained herewith or made in Section 5therewith), (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary AgreementExcluded Assets, or (iii) fraud any violations of Environmental Laws or intentional misconduct by the Company. 11.1.2 Subject other liability with respect to the terms Underground Tanks, and conditions of this Section 11(iv) any products shipped or manufactured by, each of the Shareholders shallor services provided by, from and after Target prior to the Closing Date; provided, severally but not jointly indemnifyhowever, defend that, if and hold harmless to the LKQ Indemnified Parties fromextent that any indemnification under this Section 10.1(a) is unenforceable, against, for the Shareholders shall make the maximum contribution to the payment and satisfaction of the indemnified Losses as shall be permissible under applicable Laws. (b) No amounts of indemnity shall be payable as a result of a claim under Section 10.1(a)(i) hereof in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any a breach of any a representation or warranty of such Shareholder contained or made in Section 4, Article III (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) other than a claim based upon fraud or intentional willful or criminal misconduct by or pursuant to Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (Capitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity), 3.7 (No Violation), 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.28 (Ownership Interests of Interested Persons; Affiliations) and 3.33 (Disclosure) (as it relates to such Shareholder. 11.1.3 The aggregate liability to all LKQ Sections)), unless and until the Buyer Indemnified Parties as a whole pursuant have suffered, incurred, sustained or become subject to this Section 11.1 shall be limited to Losses with respect thereto in excess of $5,000 in the amount deposited into aggregate, in which case the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Buyer Indemnified Parties shall not be entitled to indemnification seek indemnity for any Damages with respect to any claims made under this Section 11.1 until the aggregate entire amount of all Damages exceeds $250,000 (the “Threshold”)such Losses; provided, however, that once such the aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by obligation of the Shareholders or shall be included for Losses in calculating the aggregate Damages for purposes respect of this Section 11.1.3 such breaches of representations and warranties under Article III (other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) upon fraud or intentional misconductwillful or criminal misconduct or pursuant to Sections 3.1 (Organization and Good Standing; Qualification), 3.2 (iiCapitalization), 3.3 (Transactions in Capital Stock), 3.6 (Authorization and Validity), 3.7 (No Violation), 3.13 (Employee Matters), 3.14 (Employee Benefit Plans), 3.21 (Taxes), 3.28 (Ownership Interests of Interested Persons; Affiliations) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only and 3.33 (Disclosure) (as it relates to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iiiSections)) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price Two Million One Hundred Thousand Dollars (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account$2,100,000). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.

Indemnification by the Shareholders. 11.1.1 Subject to the terms and conditions limitations set forth in the remainder of this Section 1112, each of the Shareholders Shareholder shall, from jointly and after severally, indemnify the Closing Date, severally but not jointly indemnify, defend Buyer Indemnified Parties (as defined below) against and hold them harmless LKQfrom any and all losses, liabilities, damages or expense (including reasonable legal fees, but excluding any allocation of overhead, including any cost of employing their own employees) (“Losses”) suffered or incurred by Buyer, or any of its Affiliates (including the Surviving Corporation and its Subsidiaries), officers, directors, employees, employees or agents and its affiliates (each, an “LKQ Indemnified Party” and togethercollectively, the “LKQ Buyer Indemnified Parties”) from, against, for and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting arising from, based upon or arising out of : (i) any breach of of, or any inaccuracy or misrepresentation with respect to, any representation or warranty of the Company contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by of the Company in this Agreement or any Ancillary Agreementto be performed prior to Closing, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason breach of, resulting fromor inaccuracy or misrepresentation with respect to, based upon or arising out of (i) any breach of any representation or warranty warranty, or any covenant or agreement, of such Shareholder contained or made in Section 46 or in such Shareholder’s Letter of Transmittal, (iiiv) any breach and all Taxes of the Company or any of its Subsidiaries with respect to any Tax period, or portion of a Straddle Period, ending on or before the Closing Date (either, a “Pre-Closing Period”), including (1) any and all Taxes relating to the income, business, activities, operations, property or assets of the Company and its Subsidiaries with respect to any Pre-Closing Period, (2) any such Taxes for which any of the Company and its Subsidiaries is or may be or become severally liable under Treas. Reg. §1.1502-6 or §1.1502-78(b)(2) (or any similar provision under any applicable Legal Requirements) or by reason of being a successor-in-interest or transferee of any covenant Person, and (3) any and all Taxes resulting from the Related Transactions, (v) any Indebtedness, liabilities, obligations or agreement made commitments of Ntrepid or Anonymizer; and (vi) any consent solicitation materials or other information provided by such Shareholder or on behalf of the Company to its shareholders in this Agreement connection with the Shareholders Notice or any Ancillary Agreement, actions taken or omitted to be taken by or on behalf of the Company or the Shareholders in connection with obtaining the Required Vote; provided that: (iiia) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability the Shareholders shall be liable for making payments to all LKQ Indemnified Parties as a whole Buyer pursuant to this Section 11.1 shall be limited 12.2(iv) only to the extent that the amount deposited into that would otherwise be payable by the Escrow Account Shareholders pursuant to this Section 2.1.3 12.2(iv) (notwithstanding this proviso) exceeds the “Cap”), and any claim amount of the provision for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to specific Tax Liability for which indemnity is sought included in the Escrow Agreement. The LKQ provision for Taxes taken into account in calculating Closing Net Working Capital; (b) the Buyer Indemnified Parties shall not be entitled to indemnification recover under Section 12.2(i), except with respect to breaches of the Shareholder Fundamental Representations or Losses relating to Taxes, until the total amount which the Buyer Indemnified Parties would otherwise recover under Section 12.2(i) (but for this Section 12.2(b)) exceeds on a cumulative basis an amount equal to $900,000 (the “Deductible”), and then only to the extent of any Damages such excess; (c) the aggregate liability of the Shareholders under Section 12.2(i), except with respect to breaches of the Shareholder Fundamental Representations and the representations set forth in Sections 5.16 and 5.17(e), shall in no event exceed $25,000,000 (the “Cap”); (d) no Shareholder shall have any liability under Section 12.2(iii) with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); providedbreach, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties inaccuracy or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach misrepresentation of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a other Shareholder’s aggregate liability hereunder exceed his allocable portion Letter of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party Transmittal or with respect to any Damages other Shareholder’s representations, warranties or covenants set forth in Section 6; (e) the aggregate liability of any Shareholder under this Section 12.2 shall in no event exceed the consideration actually realized by such Shareholder in respect of such Shareholder’s shares of Company Common Stock and Option Shares; and (f) for purposes of Section 12.2(iv), Tax or Taxes shall refer to the extent that a specific accrual or reserve for the amount of such Damages was reflected on Taxes which would have been payable or paid but for the application of any credit or net operating or capital loss deduction attributable to periods beginning after the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf Date or to the benefit portion of such LKQ Indemnified Party) in connection with any Straddle Period beginning after the facts giving rise to the right of indemnificationClosing Date. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.

Indemnification by the Shareholders. 11.1.1 Subject to the terms and conditions of this limitations set forth in Section 117.3, below, each of the Shareholders shallshall (without any right of contribution, indemnification, reimbursement or comparable right against or from the Company or the Surviving Corporation), jointly and after the Closing Dateseverally, severally but not jointly indemnify, defend indemnify and hold harmless LKQPurchaser, its Merger Sub, their respective subsidiaries and Affiliates, and their respective officers, directors, employees, agents agents, representatives and its affiliates successors in interest (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified PartiesPurchaser Indemnitees”) from, from and against, for and in respect of reimburse them for, any and all expensesdemands, Claims, losses, costssuits, deficienciesLiabilities, liabilities Actions or causes of action, lost profits, diminutions in value, assessments, damages, fines, Taxes, penalties, costs and damages expenses (including related counsel reasonable fees and expenses disbursements of counsel and amounts paid in settlement) (collectively “Losses”) up to the extent they are reasonable) (collectivelyamounts as set forth in Section 7.5, “Damages”) below, incurred or suffered by any of them by reason Purchaser Indemnitees arising out of, resulting from, based upon or arising relating to any of the following: (a) any and all breaches of any of the representations or warranties made by the Company and/or the Shareholders in this Agreement or in any of the other instruments, documents and/or agreements and/or certificates delivered by Company and/or the Shareholders in accordance with the terms hereof and/or thereof; (b) any and all failures by Company and/or the Shareholders to perform or any and all defaults by Company and/or any of the Shareholders in any of its or his or her or their covenants or agreements contained in this Agreement or in any other instrument, document and/or agreements and/or certificates delivered by Company and/or the Shareholders in accordance with the terms hereof and/or thereof; (c) any and all Actions and Claims by any Shareholder relating to the Company’s determination of the allocable portion of the Base Merger Consideration or the Adjusted Merger Consideration that such Shareholder is entitled to receive in connection with the Merger and the Liabilities of the Company with respect thereto; (d) any and all Actions and Claims against, and Liabilities of the Company imposed and/or sought to be imposed upon, any Purchaser Indemnitee that relate to the Company, the Business and/or the Assets in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Company or an Affiliate thereof or any director, officer, Company Employee, shareholder, agent or representative of the Company or Affiliate thereof; (e) (i) any breach and all Taxes of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5Company relating to and/or arising from Pre-Closing Tax Periods, and/or (ii) any breach Taxes attributable to the consummation of any covenant or agreement made the transactions contemplated by the Company in this Agreement (including Transfer Taxes) whether or any Ancillary Agreementnot disclosed in Section 3.15 of the Disclosure Schedule, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms elsewhere and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any Actions and Claims and Liabilities of them by reason of, resulting from, based upon or arising out of the Company with respect thereto; (if) any breach of and all Actions, Orders and/or Liabilities under any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability Environmental Laws relating to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made violations by the Company or any Shareholder in Section 2.4 predecessor, and/or arising from the presence of Hazardous Substances at any place which is or 7.12has been owned, Leased, occupied or operated by the Company or any predecessor, or the last sentence transportation, treatment, storage or disposal of Section 7.6.3, shall neither be limited Hazardous Substances by or on behalf of the Company or any predecessor relating to the Cap nor be subject period prior to Closing; (g) any and all items set forth in Section 7.1(g) of the Disclosure Schedule; (h) any and all (i) Indebtedness and/or Liabilities of the Company as of the Closing, (ii) the Expenses of the Company and/or the Shareholders, (iii) Employee Transaction Related Expenses, (iv) Employee Obligations as of the Closing, and/or (v) Unpaid Tax Obligations as of the Closing; (i) any and all Actions and/or Claims by (i) any current or former shareholder, or any Affiliate, trustee or beneficiary of any shareholder, based upon any alleged breach of fiduciary duty, usurping corporate opportunity or similar breach of care, loyalty or comparable Claims by any officer, director or current or former shareholder occurring prior to the Threshold Closing, whether or not in connection with this Agreement or the Mini-Threshold; provided thattransactions contemplated by this Agreement and/or (ii) any officer, notwithstanding anything herein director or current or former shareholder to indemnification or contribution by the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party Company with respect to any Damages acts occurring on or prior to the extent that a specific accrual or reserve for Closing and the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party Company’s Liabilities with respect to thereto; (j) any Damages and all downward adjustment to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined Base Merger Consideration provided for in Section 11.6.22.5(b), insurance proceeds paid to third parties on behalf or to above; and/or (k) any and all Fulfillment Costs and the benefit of such LKQ Indemnified Party) in connection Company’s Liabilities with the facts giving rise to the right of indemnificationrespect thereto. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.

Indemnification by the Shareholders. 11.1.1 Subject to the terms (a) The Shareholders and conditions of this Section 11, each of the Shareholders shallthem, from jointly and after the Closing Dateseverally, severally but not jointly indemnifyhereby agree to indemnify Singer, defend Sterling and hold harmless LKQ, its each of their respective subsidiaries and each of their respective officers, directors, employees, agents and its affiliates representatives (eachcollectively the "Indemnitee") against, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) hold them harmless from, against, for and in respect of any and all expensesexpenses (including expenses of investigations), claims, demands, losses, costs, deficiencies, actions, suits, proceedings, judgments, liabilities (including tax liabilities) and damages (including related counsel fees and expenses to the extent they are reasonableexpenses) of any nature whatsoever (collectively, “Damages”"Losses") incurred or suffered by any of them by reason of, resulting from, based upon in connection with or arising out as a result of any of the following: (i) any breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach inaccuracy of any representation or warranty of such Shareholder the Shareholders contained or made herein (whether set forth in Section 43 hereof or elsewhere) and/or in any document or instrument to be executed by the Shareholders or any of them, in connection with the consummation of the transactions provided for herein; and/or (ii) any breach or default in the performance and/or observance of any covenant of the covenants, agreements and/or obligations to be observed, performed and/or complied with: (A) by any of the Companies, pursuant to the terms and provisions hereof, prior to the Closing; or agreement made (B) by such Shareholder in any of the Shareholders and/or the Spin-Off Companies, whether prior to or after the Closing, pursuant to the terms and provisions of this Agreement or any Ancillary Agreement(including, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be but not limited to the amount deposited into the Escrow Account pursuant to matters set forth in Section 2.1.3 (the “Cap”)1.10 and 5.1 hereof) and/or any document, and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); providedinstrument and/or agreement, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable executed by the Shareholders (or shall be included any of them) and/or the Spin-Off Companies, in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or connection herewith; and/or (iii) any breach of any covenant Losses arising from or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise past, present or future operations or activities of the Subsidiaries, Vision Optical Co., Inc., or the distribution of the stock of the Spin-Off Companies to the right Shareholders(except future operations of indemnificationthose Subsidiaries acquired by Sterling as part of the Exchange of Stock). 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.

Indemnification by the Shareholders. 11.1.1 Subject The Shareholders jointly and severally agree to indemnify and hold harmless the terms Purchaser and conditions of this Section 11, each (following the Effective Time of the Shareholders shallMerger) the Surviving Corporation, and their respective successors and assigns, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of against any and all expenses, losses, costsdamages, deficienciesliabilities, liabilities obligations, costs or expenses (any one such item being herein called a "Loss" and damages (including related counsel fees and expenses to the extent they all such items being herein collectively called "Losses") which are reasonable) (collectively, “Damages”) incurred caused by -27- or suffered by any of them by reason of, resulting from, based upon or arising arise out of (i) any breach or default in the performance by the Company or either Shareholder of any representation covenant or warranty agreement of the Company or the Shareholders contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5this Agreement, (ii) any breach of any covenant warranty or agreement inaccurate or erroneous representation made by either Shareholder herein, in any Schedule delivered to the Purchaser pursuant hereto or in any certificate or other instrument delivered by or on behalf of the Company in this Agreement or any Ancillary Agreementeither Shareholder pursuant hereto, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account). 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims Date Liability (as defined in Section 11.6.2)the Plan of Merger) of the Company of any kind or nature, insurance proceeds paid to third parties on behalf whether absolute or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10contingent, LKQ shall immediately assign, known or cause to be assignedunknown, to the Shareholder Representatives the receivable(s) that are the subject of such breach extent not paid or discharged prior to the extent Effective Time of such paymentthe Merger or not disclosed pursuant to the certificate of the Shareholders delivered to the Purchaser as provided in Sections 5(a) (iii) (F) and 5(g) of the Plan of Merger, (iv) all liabilities and obligations whatsoever associated with the ownership and operation of the La Grange Location, and (v) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing.

Indemnification by the Shareholders. 11.1.1 Subject Each Shareholder agrees, severally, and not jointly, to indemnify and hold harmless Computone and its subsidiaries, affiliates, partners, successors and assigns (collectively, the "Indemnified Persons") from and against any and all (x) Liabilities, losses, costs, deficiencies or damages ("Loss") and (y) reasonable attorneys' and accountants' fees and expenses, court costs and all other reasonable out-of-pocket expenses ("Expense") incurred by any Indemnified Person, in each case net of any insurance proceeds and retained by such Indemnified Person in excess of the Liability Threshold (as defined herein) in connection with or arising from any breach of any warranty or other inaccuracy of any representation of the Shareholders contained or referred to in the Merger Agreement, in the schedules and exhibits thereto or in any certificate, document or other information delivered pursuant thereto by or on behalf of the Shareholders to Computone, provided that: (i) with respect to such representations and warranties, the liability of the Shareholders shall be limited in the aggregate to the sum of (A) the respective interests of the Shareholders in the Stock Escrow Account, (B) the respective interests of the Share holders in the Cash Escrow Account and (C) $200,000. The limit of the aggregate liability of the Shareholders pursuant to this Section 2(b) is referred to herein as a "Liability Limit;" and (ii) notwithstanding anything to the contrary contained in this Agreement or the Merger Agreement, no Shareholder shall have any liability to any Indemnified Person with respect to the representations and warranties of the Shareholders contained in the Merger Agreement, in the schedules or exhibits thereto or in any certificate, document or other information delivered by or on behalf of the Shareholders to Computone unless and until the aggregate Loss and Expense incurred by all of the Indemnified Persons exceeds $50,000 (the "Liability Threshold") in which event the Shareholders shall be responsible, subject to the terms and conditions of this Section 11Agreement, each for all Loss and Expense of the Shareholders shallIndemnified Persons, from and after the Closing Dateincluding such initial $50,000 amount, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages may be claimed by the LKQ Indemnified Parties or shall be indemnifiable by the Shareholders or shall be included in calculating the aggregate Damages for purposes of this Section 11.1.3 other than Damages in excess of $10,000 (the “Mini-Threshold”) resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances. Notwithstanding the foregoing, Damages based on (i) fraud or intentional misconduct, (ii) any breach of any representation or warranty contained or made in Section 4.1, 4.2, 4.3, 5.1, 5.2 or 5.10, or in the last sentence of Section 5.6 or the first sentence of Section 5.13, or in Section 5.21.6 but only to the extent such breach is in relation to the case People v. Pick-Your-Part Auto Wrecking dba Pick Your Part Help Yourself, Case No. 8CA00018, filed with the Superior Court of the State of California for the County of Los Angeles on July 9, 2008, or (iii) any breach of any covenant or agreement made by the Company or any Shareholder in Section 2.4 or 7.12, or the last sentence of Section 7.6.3, shall neither be limited to the Cap nor be subject to the Threshold or the Mini-Threshold; provided that, notwithstanding anything herein to the contrary, in no event shall a Shareholder’s aggregate liability hereunder exceed his allocable portion of the Purchase Price (including, for the avoidance of doubt, such Shareholder’s pro rata share of the amount deposited into the Escrow Account)applicable Liability Limit. 11.1.4 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that a specific accrual or reserve for the amount of such Damages was reflected on the Closing Balance Sheet. 11.1.5 The Shareholders shall not be obligated to indemnify any LKQ Indemnified Party with respect to any Damages to the extent that LKQ received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as determined pursuant to Section 2.3. 11.1.6 For all purposes of this Section 11, the amount of Damages indemnifiable hereunder shall be net of any insurance or other recoveries actually received by an LKQ Indemnified Party (including, in the case of Third Party Claims (as defined in Section 11.6.2), insurance proceeds paid to third parties on behalf or to the benefit of such LKQ Indemnified Party) in connection with the facts giving rise to the right of indemnification. 11.1.7 In the event that the Shareholders pay Damages to any LKQ Indemnified Party as a result of a breach of Section 5.10, LKQ shall immediately assign, or cause to be assigned, to the Shareholder Representatives the receivable(s) that are the subject of such breach to the extent of such payment.