Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the Shares, the Stockholders, jointly and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observed.

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the SharesSubject to Sections 12.04 through 12.08, the StockholdersStockholders shall, jointly and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAGParent, Merger Sub, the Companies (after Closing), each Company Entity and any of their respective officers, directors, employeesagents or Affiliates, stockholdersfrom and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following: (a) the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, advisorsor the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, representativesher or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, agents and Affiliates (each ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after member on or prior to the Closing Date) shall at , including pursuant to Treasury Regulation §1.1502-6 or any time analogous or from time to time suffer any Costs (as defined in Section 9.6 below) arisingsimilar state, directly or indirectly, out of or resulting fromlocal, or shall pay foreign law or become obligated to pay any sum on account ofregulation, and (iiii) any and all Events Taxes of Breach any Person (other than the Company Entities) imposed on any Company Entity as defined below) a transferee or (ii) successor, by contract or pursuant to any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entityLaw, which Claim involvesTaxes relate to an event or transaction occurring before the Closing; provided, affects or relates however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any assets, properties or operations reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Companies or Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the conduct contrary the Stockholders shall reimburse Parent for any Taxes of the business of Company Entities which are the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation responsibility of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement Section 12.02(d) within five (5) business days after payment of such Taxes by the Stockholders Parent or the Companies Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any representative of the Stockholders Stockholder; (f) any claim or the Companies) to UAG (or demand by any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG Person seeking payment in connection with any Company Transaction Expenses in excess of the Closing, and amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (iig) any failure payment of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part Dissenters’ Excess Amount due in respect of the Stockholders or the Companies to be performed or observedany Dissenting Shares.

Indemnification by the Stockholders. Notwithstanding The Stockholders severally and ----------------------------------- not jointly agree subsequent to the Closing or the delivery of the Shares, the Stockholders, jointly and severally, to indemnify and agree to fully defendhold the Company, save Buyer and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective subsidiaries and affiliates and persons serving as officers, directors, employeespartners or employees thereof (individually, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Buyer Indemnified Party" and, collectively, the ")Buyer Indemnified Parties") harmless from and against any damages, if a UAG Indemnified Party liabilities, losses, taxes, fines, penalties, costs and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the Companies after the Closing Dateforegoing) shall at which may be sustained or suffered by any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, of them arising out of or resulting frombased upon any of the following matters: (a) Fraud, intentional misrepresentation or a deliberate or willful breach by the Company or any Stockholder of any of their representations, warranties or covenants under this Agreement or in any Certificate, Schedule or Exhibit delivered pursuant hereto; (b) Any other breach of any representation, warranty or covenant of the Company or any Stockholder under this Agreement or in any Certificate, Schedule or Exhibit delivered pursuant hereto, or shall pay by reason of any claim, action or become obligated to pay proceeding asserted or instituted growing out of any sum on account ofmatter or thing constituting a breach of such representations, warranties or covenants; and (ic) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations Any liability of the Companies Company for Taxes arising from an event or the conduct of the business of the Companies transaction prior to the Closing Date (or as a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more result of the following: (i) any untruth Closing which have not been paid or inaccuracy in any representation of provided for or reserved against by the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, Company including, without limitation, any misrepresentation in, increase in Taxes due to the unavailability of any loss or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement deduction claimed by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedCompany.

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the SharesThe Stockholders severally and not jointly shall indemnify and hold WatchGuard, the Stockholders, jointly Surviving Corporation and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any each of their respective officers, directorsdirectors and affiliates (the "WatchGuard Indemnified Parties") harmless from ------------------------------ and against, employeesand shall reimburse the WatchGuard Indemnified Parties for, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Events loss, obligation, deficiency, damage, claim, liability, cost and expense (including, without limitation, in the case of Breach a claim by a third party, the amount of any settlement entered into pursuant hereto, and all reasonable legal fees and other expenses) (as defined below"Losses") or arising out of (iia) any Claim before inaccuracy or ------ misrepresentation in, or breach of, any representation or warranty made by the Company or any courtKey Stockholder in this Agreement or in any Operative Document or in any certificate delivered pursuant hereto or thereto; (b) any failure by the Company or the Key Stockholders to perform or comply, arbitratorin whole or in part, panel, agency with any covenant or other governmental, administrative agreement in this Agreement or judicial entity, which Claim involves, affects in any Operative Document; (c) all liability for Taxes of the Company assessed during or relates attributable to any assets, properties taxable period ending on or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date Effective Date, and the portion of any taxable period that includes, but does not end on, the Effective Date, to the extent such Taxes exceed the reserve for Tax liability (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be rather than any reserve for deferred Taxes established to reflect timing differences between book and mean any one or more Tax income) set forth on the face of the following: Closing Balance Sheet (irather than in any notes thereto); (d) any untruth or inaccuracy in any representation of liability for Taxes resulting from the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in transactions contemplated by this Agreement, including, without limitation, transfer, sales, use, excise, conveyance and similar taxes, excluding any misrepresentation in, Taxes resulting from a reassessment of Real Property or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative Personal Property occurring as a result of the Stockholders or Merger; (e) those expenses of the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG Company incurred in connection with the Closing, transactions contemplated hereby that are unreasonable; and (iif) any failure fees of the Stockholders or Escrow Agent that are not deducted from the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedMerger Consideration as set forth in Sections 1.7.1(b)(i) and 7.2.

Indemnification by the Stockholders. Notwithstanding Subject to the Closing or the delivery of the Shareslimitations set forth in this ARTICLE IX, the Stockholders, jointly from and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date, the Stockholders shall severally, and not jointly, in accordance with their Pro Rata Basis set forth on Exhibit A attached hereto, indemnify the Buyer and its Affiliates, directors, officers, managers, agents, employees and successors and permitted assigns (each a “Buyer Indemnified Party” and collectively the “Buyer Indemnified Parties”) shall at in respect of, and hold each of them harmless against, any time and all Damages incurred or from time to time suffer suffered by any Costs (as defined in Section 9.6 below) arising, Buyer Indemnified Party directly or indirectly, out of or indirectly resulting from, relating to or constituting: (a) any failure of any representation or warranty of the Company or a Stockholder contained in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, document or instrument delivered pursuant hereto) or any Ancillary Agreement to be true and correct as of the date of this Agreement and as of the Closing; (b) any failure of the Company or a Stockholder to perform fully any covenant or agreement of the Company or such Stockholder contained in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, document or instrument delivered pursuant hereto) or any Ancillary Agreement; (c) any claim by any holder of equity securities in the Company or any Subsidiary of the Company (including the Stockholders) or former holder of equity securities in the Company or any Subsidiary of the Company, or any other Person, seeking to assert, or based upon: (i) the ownership or rights to ownership of any shares of stock or other equity securities of the Company; (ii) any rights of a stockholder or holder of equity securities (other than the right to receive a portion of the Purchase Price pursuant to this Agreement), including any option, warrant, preemptive rights or rights to notice or to vote or any claim for or arising out of an actual or alleged breach of fiduciary duty; (iii) any rights under the Organizational Documents; or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company; (d) any Closing Indebtedness, except to the extent that such Closing Indebtedness was taken into account for purposes of computing the Purchase Price; (e) any Unpaid Company Transaction Expenses, except to the extent that such Unpaid Company Transaction Expenses were taken into account for purposes of computing the Purchase Price; (f) any (i) Taxes due and payable by the Company for a Pre-Closing Tax Period, (ii) Taxes of Stockholders (including capital gains Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates (excluding the Company) for any Tax period, (iii) Taxes for which the Company has any Liability under Treasury Regulation Section 1.1502-6 (or a comparable or similar provision of state, local, or foreign law), as a transferee or successor, pursuant to any contractual obligation or otherwise as a result of being a member of an affiliated group, or (iv) Taxes imposed on or payable by third parties with respect to which the Company has an obligation to indemnify such third party pursuant to a transaction consummated, on or prior to the Closing; provided, however, that there shall pay be no indemnification hereunder to the extent any such Taxes were taken into account as Indebtedness or become obligated to pay any sum on account of, a Current Liability in the computation of Final Net Working Capital; (g) (i) any “excess parachute payment” (within the meaning of Section 280G(b) of the Code and not deductible pursuant to Section 280G(a) of the Code) made by the Company or any of the Subsidiaries on or prior to the Closing Date or otherwise required to be paid by the Buyer or the Company (following the Closing) or any of the Company’s Subsidiaries pursuant to Contracts or Company Benefit Plans entered into or adopted on or prior to the Closing Date and (ii) any Damages related to or in respect of a Company Benefit Plan arising out of the Company being or having been an ERISA Affiliate of any Person other than the Company’s Subsidiaries; (h) any claim, allegation or assertion that the operation of the Company’ business, or the development, manufacture, marketing, distribution, import or sale of any Customer Offering developed by the Company prior to the Closing Date, infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of any third party; (i) the infringement, misappropriation, dilution or other violation by any third party of the Company Source Code or any Intellectual Property rights therein; (j) the Network Intrusion Matter and/or Other Cybersecurity Matters; and (k) defending any Third-Party Claim alleging the occurrence of facts or circumstances that, if true, regardless of the outcome of such defense, would entitle a Buyer Indemnified Party to indemnification pursuant to any of the other provisions of this Section 9.2; provided that the obligations of each Stockholder (together with such Stockholder’s respective associated Indemnifying Parties) under this Section 9.2 shall be several and not joint (and not in accordance with the Stockholders’ Pro Rata Basis) and each Stockholder shall be fully responsible for all Events Damages to the extent such Damages, after taking into account all other Damages incurred by the Buyer Indemnified Parties hereunder that are indemnifiable pursuant to this Section 9.2 (i) are in excess of Breach an amount equal to the General Escrow Cap (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (iib) arise out of, result from or constitute: (A) any failure of any representation or warranty of such Stockholder contained in ARTICLE IV of this Agreement to be true and correct as of the Stockholders or date of this Agreement and as of the Companies duly Closing; (B) any failure of such Stockholder to perform fully any covenant or observe any termagreement of such Stockholder contained in Section 6.3, provisionSection 6.7, covenantSection 6.8, agreement Section 6.9, Section 6.10, or condition on the part Section 6.14 of this Agreement; or (C) Taxes of such Stockholder (including capital gains Taxes arising as a result of the Stockholders transactions contemplated by this Agreement) or any of such Stockholder’s Affiliates (excluding the Companies Company) for any Tax period. In the event that a claim for indemnification pursuant to this Section 9.2 may be performed made under multiple subsections of Section 9.2, the Buyer Indemnified Party shall be entitled to bring such claim under any such subsection, with such claim being subject only to the time limitations associated with that subsection, provided, however, that any payments with respect to any Security Indemnity Claim or observedany claim for indemnification pursuant to this Section 9.2 that could be made as a Security Indemnity Claim, regardless of the subsection of this Section 9.2 under which such claim is made, shall be paid exclusively out of the account within the Escrow Fund relating to the Special Escrow Amount and not the account with the Escrow Fund relating to the General Escrow Amount, and shall be subject to the Special Escrow Cap as set forth in Section 9.7(a)(iv).

Indemnification by the Stockholders. Notwithstanding Subject to the Closing or terms and conditions of this Article 9, after the delivery of the SharesClosing, the StockholdersStockholders (which for purposes of this Article 9 include Vested Optionholders) shall, jointly and severallyseverally in accordance with their Pro Rata Share, indemnify the Buyer and agree to fully defendthe Surviving Corporation and their respective Affiliates, save and hold harmless on an after-tax basis UAGpermitted successors and assigns (excluding, Subhowever, in each instance the Stockholders) (collectively, the Companies “Buyer Group”) from any and all demands, claims, actions or causes of action, assessments, losses, penalties, settlements, damages, liabilities, costs and expenses (after Closingincluding fees and expenses of counsel, whether arising in disputes with third parties or in disputes between the parties) (collectively, “Damages”), and any of their respective officersresulting to, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each imposed upon or incurred by the Buyer Group as a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time result or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, : (i) Any misrepresentation in or inaccuracy of any representation or warranty contained in this Agreement or in any certificate delivered pursuant hereto, without regard to any Company Material Adverse Effect or materiality qualifiers set forth in such representation or warranty; (ii) a breach prior to the Closing by the Company of any covenant, agreement or obligation of the Company contained in or made pursuant to this Agreement; (iii) all Taxes with respect to (i) the Company and all Events of Breach (as defined below) or the Company Subsidiaries relating to any Pre-Closing Tax Period; (ii) any Claim member of an affiliated, consolidated, combined or unitary group of which the Company or any Company Subsidiary (or any predecessor thereto), is or was a member before Closing to which one or more entities other than the Company or any Company Subsidiary is or was also a member, including Taxes pursuant to Treasury Regulation 1.1502 6 or any similar applicable Law; and (iii) any Person (other than the Company or any Company Subsidiary) imposed on the Company or any Company Subsidiary or for any period as a transferee or successor with respect to a transaction occurring on or before the Closing Date, by applicable Law, Contract or otherwise (all of such Taxes being the “Pre-Closing Taxes”); provided, however, the Stockholders will only be liable for any court, arbitrator, panel, agency such Taxes described in this section to the extent that such Taxes were not taken into account in the calculation of Closing Working Capital or other governmental, administrative Closing Tax Liability; (iv) any amounts payable or judicial entity, which Claim involves, affects or relates to paid by the Surviving Corporation in respect of any assets, properties or operations Dissenting Shares in excess of the Companies or the conduct portion of the business Merger Consideration the holders thereof would have been entitled to receive for such Dissenting Shares (had such holders not exercised appraisal rights with respect thereto) under the terms of this Agreement plus the Companies out-of-pocket costs and expenses associated with any appraisal action or proceeding; (v) any Company Transaction Expense or Indebtedness that is not paid on or prior to the Closing Date Date; (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean vi) any one or more claims relating to allocation of the following: Merger Consideration among the Stockholders and the Vested Optionholders, including any inaccuracy or misrepresentation on the Consideration Spreadsheet; (ivii) the matters identified on Exhibit 9.2(a)(vii); (viii) the matters identified on Exhibit 9.2(a)(viii); (ix) the matters identified on Exhibit 9.2(a)(ix); or (x) any untruth or inaccuracy costs and expenses incurred by Buyer in successfully pursuing any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedindemnification claims hereunder.

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the SharesThe Stockholders shall jointly and severally indemnify Parent, the Stockholders, jointly Surviving Corporation and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any each of their respective officersofficers and other employees, directors, employees, stockholders, advisors, representativesAffiliates, agents and Affiliates representatives, successors and assigns (each a "UAG the “Indemnified Party")Parties”) for and hold them harmless from any and all Losses, if a UAG paid, suffered, incurred, sustained or accrued by the Indemnified Party (including the Companies after the Closing Date) shall at Parties or any time or from time to time suffer any Costs (as defined in Section 9.6 below) arisingof them, directly or indirectly, out of or resulting from, related to or shall pay arising out of (or, as applicable, consisting of): (a) any inaccuracies or become obligated to pay any sum on account misrepresentations in, or breaches of, any representation or warranty of the Company set forth in this Agreement or any related agreement (i) any and all Events of Breach (as defined belowto which the Company is a party) or (ii) any Claim before certificate delivered by the Company or by the failure of any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates such representation and warranty to any assets, properties or operations be true and correct as of the Companies or the conduct date of the business this Agreement and as of the Companies prior to the Closing Date (with the same force and effect as though such representations and warranties were made on and as of the Closing Date (except to the extent any specific representation expressly speaks as of a "Stockholder Third Party Claim"). As used hereinparticular date, "Event of Breach" in which case such representation shall be deemed made as of such date); (b) any breach or failure by the Company to perform or company with of any covenant or obligation applicable to it in this Agreement and mean any one related agreements (to which the Company is a party) or more any certificates or other instruments delivered by the Company pursuant to this Agreement; (c) any fraud, willful breach or intentional misrepresentation with respect to this Agreement, any related agreement (to which the Company is a party) or any certificates or other instruments delivered by the Company pursuant to this Agreement; (d) Excess Expenses, Costs and Debt; (e) Any portion of the following: Shortfall Amount not fully satisfied by payment from the Escrow Amount in accordance with Section 2.6.3. (f) Any inaccuracy in the Final Allocation Schedule; (g) Any unpaid Bonuses to the extent not taken into account in the computation of the Net Working Capital Amount as finally determined pursuant to Section 2.6. (h) Pre-Closing Taxes (including Pre-Closing Sales Taxes), to the extent such Pre-Closing Taxes exceed the amount, if any, taken into account in the computation of Net Working Capital Amount as finally determined pursuant to Section 2.6; (i) any untruth or inaccuracy Change of Control Payments, to the extent such Change of Control Payments exceed the amount, if any, taken into account in any representation the computation of the Stockholders or the Companies or the breach Net Working Capital Amount as finally determined pursuant to Section 2.6; or (j) any liability to pay holders of any warranty Dissenting Shares an amount in excess of the Stockholders or Merger Consideration to which such holders would otherwise have been entitled in the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative absence of appraisal rights under Section 262 of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedDGCL.

Indemnification by the Stockholders. Notwithstanding The Stockholders jointly and severally agree subsequent to the Closing or the delivery of the Shares, the Stockholders, jointly and severally, to indemnify and agree to fully defendhold the Company, save Buyer and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective subsidiaries and affiliates and persons serving as officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates partners or employees of any of the foregoing (each individually a "UAG Buyer Indemnified Party" and collectively the ")Buyer Indemnified Parties") harmless from and against any damages, if a UAG Indemnified Party liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the Companies after the Closing Dateforegoing) shall at which may be sustained or suffered by any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, of them arising out of or resulting frombased upon any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or wilful breach by the Company or any Stockholder of any of their representations, warranties or covenants under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto; (b) any other breach of any representation, warranty or covenant of the Company or any Stockholder under this Agreement or in any agreement, document, instrument, certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a breach of such representations or warranties; provided, however, that with respect to any breach of the representations contained in Sections 2.3(b), 2.5 and 2.6, the indemnification obligations of each Minority Stockholder shall pay or become obligated be only with respect to pay breaches of any sum on account of, such representation by such Minority Stockholder. (ic) any and all Events liability of Breach the Company for Taxes arising from an event or transaction prior to the Closing or as a result of the Closing which have not been paid or provided for or adequately reserved against by the Company, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company (as defined below) except to the extent such unavailability is solely attributable to the actions or circumstances of Buyer). (iid) any Claim before liability relating to the operation, activities or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies Company on or prior to the Closing Date (a "Stockholder Third Party Claim"). As used hereinDate, "Event of Breach" shall be and mean any one or more of the following: other than (i) any untruth liabilities or inaccuracy in any representation obligations of the Stockholders Company reflected on the Base Balance Sheet or incurred thereafter in the Companies ordinary course of business (except for any such liability required to be disclosed on a Schedule to this Agreement that is not so disclosed), (ii) liabilities under the Contracts or any contract, agreement or arrangement not required to be disclosed on any Schedule to this Agreement and (iii) other liabilities disclosed in this Agreement or any Schedule furnished pursuant hereto; and (e) any liability of the Company in respect of any claim made by any third party and relating to, arising out of or in connection with any event occurring on or prior to the Closing Date, except to the extent reserved or reflected on the Financial Statements or set forth on Schedule 2.8(c) hereto. (f) Each Stockholder hereby acknowledges and agrees that no Stockholder shall have any right of indemnity or contribution from the Company with respect to any breach of any representation or warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedhereunder.

Indemnification by the Stockholders. Notwithstanding From and after the Closing or Effective Time (but subject to Section 9.1), each Effective Time Holder (collectively, the delivery “Indemnitors”), severally and not jointly, shall hold harmless and indemnify each of the Shares, the Stockholders, jointly Indemnitees from and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing)against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after Indemnitees or to which any of the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, Indemnitees may otherwise directly or indirectly, out indirectly become subject (regardless of whether or resulting fromnot such Damages relate to any third party claim) and which arise directly or indirectly from or as a result of, or shall pay are directly or become obligated to pay any sum on account of, indirectly connected with: (i) any and all Events inaccuracy in or breach of Breach any representation or warranty made by the Company in this Agreement as of the date of this Agreement (as defined belowwithout giving effect to: (i) any materiality or similar qualification limiting the scope of such representation or warranty; or (ii) any Claim before update of or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior modification to the Closing Date Disclosure Schedule made or purported to have been made on or after the date of this Agreement); (a "Stockholder Third Party Claim"). As used herein, "Event ii) any inaccuracy in or breach of Breach" shall be and mean any one representation or more of warranty made by the followingCompany: (i) in this Agreement as if such representation or warranty was made on and as of the Closing; or (ii) in the Company Closing Certificate (in each case, without giving effect to: (A) any untruth materiality or similar qualification limiting the scope of such representation or warranty; or (B) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement); (iii) any inaccuracy in any representation of the Stockholders or the Companies or the breach of any representation or warranty set forth in the Merger Consideration Certificate; (iv) any breach of any covenant or obligation of the Stockholders or the Companies contained Company in this Agreement, including, without limitation, ; (v) the exercise by any misrepresentation in, stockholder of the Company of such stockholder’s appraisal rights under the DGCL for any amount in excess of what is payable by Parent in accordance with Section 1.5 hereof; or (vi) any Legal Proceeding relating to any breach or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (alleged breach or any representative other matter of the Stockholders or the Companies) type referred to UAG in clause “(or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and i),” “(ii) ),” “(iii),” “(iv)“ or “(v)” above (including any failure Legal Proceeding commenced by any Indemnitee for the purpose of the Stockholders or the Companies duly to perform or observe enforcing any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedits rights under this Section 9).

Indemnification by the Stockholders. Notwithstanding In the event that the Closing or occurs and the delivery of Merger is consummated and becomes effective, and subject to the Shareslimitations expressly set forth in Section 9.5 hereof, the Stockholderseach Series G Holder will severally (based on such Series G Holder's Pro Rata Share), jointly and severallynot jointly, indemnify and agree to fully defendindemnify, save defend and hold harmless on an after-tax basis UAGthe Purchaser, Subeach of the Purchaser's Affiliates, the Companies (after Closing), Surviving Corporation and any each of their respective directors, officers, directors, employees, stockholdersagents, advisorsconsultants, representativesattorneys, agents advisors and Affiliates representatives (each a collectively, the "UAG Purchaser Indemnified PartyParties"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) and against any and all Events of Breach (as defined below) Losses incurred or (ii) suffered by the Purchaser Indemnified Parties directly or indirectly arising out of, relating to or resulting from any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any representation or warranty of the Stockholders or the Companies Company contained in this Agreement, includingother than the representations and warranties referred to in subsection (b) hereof; any inaccuracy in or breach of the representations and warranties set forth in Sections 3.1(a) (Corporate Matters - The Company), without limitation3.2 (Authority and Enforceability); 3.4 (Capitalization and Ownership), any misrepresentation inSection 3.15 (Tax Matters) and Sections 3.16(d) and (f) (Employee Benefit Matters) (collectively, or omission fromthe "Special Representations"); the nonfulfillment, any statement, certificate, schedule, exhibit, annex nonperformance or other document furnished breach of any covenant or agreement of the Company contained in this Agreement, including without limitation Sections 2.2(a) and 2.2(b) hereto; any error or understatement of any liabilities or amounts payable that were used to compute the Net Merger Consideration, including without limitation any claim or claims for payment (whether asserted by a Person who is a Stockholder or other security holder of the Company or any other Person) under the Management Liquidation Pool which is or are inconsistent or in conflict with the Management Liquidation Pool Allocation Schedule and any claim or claims for payment under the Special Employee Bonus Pool which is or are inconsistent or in conflict with the terms set forth in Section 3.9 of the Company Disclosure Schedule; any inaccuracy in the Closing Adjustment Certificate or the Final Merger Consideration Allocation Schedule, including without limitation any claim or claims for payment which is or are inconsistent or in conflict with the Final Merger Consideration Allocation Schedule; any assertion or recovery by any Stockholder of the fair value, interest, and expenses or other amounts pursuant to dissenters' rights exercised or purportedly exercised pursuant to the DGCL, the CGCL or any other Law (it being understood that any such Losses will not include the Pro Rata Share of the Net Merger Consideration such asserting or recovering Stockholder would have received pursuant to Section 2.1(b) of this Agreement in the Merger in respect of the shares of Company Capital Stock of such Stockholder with respect to which such dissenters' rights were exercised or purportedly exercised); any payments made by the Stockholders Purchaser in satisfaction of its obligations under Section 5.12 hereto; any claim or the Companies (claims by or on behalf of any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG Continuing Employee in connection with the Closingsuch Continuing Employee's Waiver and Release Agreement and/or Option Termination Documentation. Materiality standards or qualifications in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and (ii) shall not be taken into account in determining the amount of any Losses with respect to such breach, default or failure to be true and correct. Notwithstanding anything herein to the contrary, the parties hereto agree and acknowledge that any Purchaser Indemnified Party may bring an Indemnification Claim for any Losses under this Article 9 notwithstanding the fact that such Purchaser Indemnified Party had knowledge of the Stockholders breach, event or circumstance giving rise to such Losses prior to the Companies duly Closing or waived any condition to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedClosing related thereto.

Indemnification by the Stockholders. Notwithstanding The Company Stockholders shall indemnify the Closing or the delivery of the SharesBuyer, the Stockholders, jointly Surviving Corporation and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any each of their respective officers, directors, employeesagents, stockholdersand each person, advisorsif any, representatives, agents and Affiliates who controls or may control the Buyer within the meaning of the Securities Act (each a "UAG Buyer Indemnified Party" and collectively, the "Buyer Indemnified Parties") in respect of, and hold them harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), if a UAG Indemnified Party monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by any of the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or foregoing parties resulting from, relating to or shall pay constituting: (a) any misrepresentation, breach of warranty or become obligated failure to pay perform any sum on account ofcovenant or agreement of the Company or any Principal Stockholder contained in this Agreement or the Company Certificate; (b) any failure of any Company Stockholder to have good, valid and marketable title to the issued and outstanding Company Shares issued in the name of such Company Stockholder, free and clear of all Security Interests; or (c) any claim by a stockholder or former stockholder of the Company, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any and all Events shares of Breach (as defined below) or stock of the Company; (ii) any Claim before or by any court, arbitrator, panel, agency or rights of a stockholder (other governmental, administrative or judicial entity, which Claim involves, affects or relates than the right to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished receive Adjusted Merger Shares pursuant to this Agreement or appraisal rights under the applicable provisions of the CCC), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Articles of Incorporation or Bylaws of the Company; or (iv) any claim that his, her or its shares were wrongfully repurchased by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedCompany.

Indemnification by the Stockholders. Notwithstanding (a) Subject to the Closing or the delivery of the Shareslimitations set forth herein, the StockholdersStockholders (each a “Stockholder Indemnitor”, jointly and severallycollectively the “Stockholder Indemnitors”) shall, severally and not jointly, indemnify and agree to fully defenddefend the Parent, save Merger Sub and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective Affiliates and their respective stockholders, members, managers, officers, directors, employees, stockholdersagents, advisorssuccessors and assigns (the “Parent Indemnitees”) against, representativesand shall hold them harmless from, agents any and Affiliates all losses, damages, claims (each a "UAG Indemnified Party"including third party claims), if a UAG Indemnified Party charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, diminutions in value, costs and expenses (including the Companies after the Closing Datelegal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 belowcollectively, “Parent Losses”) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account arising out of, or incurred by any Indemnitee in connection with, or otherwise with respect to: (i) any and all Events inaccuracy or breach of Breach (as defined below) any representation or warranty made by the Company in this Agreement, any of the Ancillary Agreements or any certificate or other document furnished or to be furnished to Parent in connection with the transactions contemplated by this Agreement; (ii) any Claim before breach by the Company of any covenant or by agreement contained in this Agreement or any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies Ancillary Agreements; (iii) any fraud or willful misconduct by the conduct Company with respect to this Agreement; (iv) any Closing Liabilities to the extent such Closing Liabilities exceed the Estimated Closing Liabilities; (v) any Proceeding that is brought by or on behalf of a Stockholder in his/her/its capacity as a holder of the business of the Companies prior Company’s capital stock, other than any action brought to the Closing Date enforce a Stockholder’s rights under this Agreement; (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (ivi) any untruth or Dissenting Share Payments; (vii) any inaccuracy in or failure to calculate correctly the amount set forth in the Allocation Certificate; and (viii) any representation discrepancy between the Adjusted Closing Cash and the Estimated Adjusted Closing Cash in which the Estimated Adjusted Closing Cash exceeds the Adjusted Closing Cash. (b) The Stockholders shall not be liable for any Parent Losses pursuant to Section 9.2(a)(i) (other than Parent Losses related to Fundamental Representations) unless and until the aggregate amount of all Parent Losses incurred by the Parent Indemnitees under Section 9.2(a)(i) (other than Parent Losses related to Fundamental Representations) exceeds $[***], in which event the Parent will have the right to be indemnified for all Parent Losses from the first dollar. Stockholders shall not liable for any Parent Losses pursuant to Section 9.2(a)(i) where such Parent Loss relating to a claim (or series of claims arising from the same or substantially similar facts or circumstances) is less than $[***] (c) Other than indemnification obligations under Section 9.2(a)(iii), the cumulative indemnification obligation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished under Section 9.2(a) and otherwise pursuant to this Agreement by shall in no event exceed the Stockholders or the Companies (or any representative of the Stockholders or the Companiesi) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, Escrow Amount and (ii) any failure of the Stockholders or Recoupment Limitation. Parent Indemnitees shall only have a right to indemnification for Parent Losses pursuant to (i) Section 9.2 from the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observed.Escrow Amount and (ii) Section 9.6

Indemnification by the Stockholders. Notwithstanding From and after the Closing or Closing, the delivery Buyer, the Company, the Company’s Subsidiaries and their respective Affiliates (collectively, the “Tax Indemnified Buyer Parties”) shall be indemnified out of the Shares, the Stockholders, jointly Buyer Holdback Amount pursuant to Section 11.3 against and severally, indemnify held harmless from any and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates all Losses suffered or incurred (each a "UAG Indemnified Party")“Tax Loss” and collectively, if a UAG Indemnified Party (including the Companies after the Closing Date“Tax Losses”) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) Taxes of the Company or its Subsidiaries for periods or portions thereof ending on or before the Closing Date (“Pre-Closing Taxes”) in excess of the amount of Taxes that are included as Current Liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and all Events Tax income, and net of Breach any Taxes included in Current Liabilities) in the calculation of the Final Xxxxxxxxxx Xxxxxx, (as defined belowxx) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates Taxes attributable to any assets, properties or operations of reduction to the Companies NOLs or the conduct 197 Attributes as set forth on Schedule 4.11(o) resulting from an audit, examination, or the filing of an amended Tax Return, in each case, with respect to a pre-closing period; (iii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the business Company or any of the Companies its Subsidiaries is or was a member on or prior to the Closing Date by reason of Liability under Treasury Regulation Section 1.1502-6, Treasury Regulation Section 1.1502-78 or comparable provision of Law, (iv) without duplication, Taxes imposed on a "Stockholder Third Tax Indemnified Buyer Party Claim"). As used hereinas a result of (x) a breach of a representation or warranty set forth in Section 4.11 or (y) a breach of a covenant or agreement set forth in Article VI; provided that for purposes of this clause (iii) of this Section 7.3(a) only, "Event any breach of Breach" a representation, warranty, covenant or agreement shall be and mean determined without reference to any one materiality qualifier with respect thereto, (v) Taxes arising out of any transactions contemplated by this Agreement other than Taxes attributable to a breach by the Buyer or more any Affiliate of the following: Buyer of a Buyer representation, warranty or covenant in this Agreement and (ivi) Taxes or other payments required to be paid after the date hereof by the Company or any untruth of its Subsidiaries to any party under any Tax Sharing Agreement (whether written or inaccuracy not) or by reason of being a successor-in-interest or transferee of another entity; provided, however, that there shall be no right to indemnification for any Tax to the extent such Tax was paid or deposited on before the Closing Date or included as a Current Liability in any representation the calculation of the Stockholders Aggregate Exchange Buyer Series A Preferred Stock. The obligation under this Section 7.3(a) shall continue in full force and effect for 24 months following the Expiration Date. Notwithstanding the preceding sentence of this Section 7.3(a), if the Buyer or the Companies or Representative, as applicable, delivers written notice to the other party of a claim for indemnification for a breach of any warranty of the Stockholders representations, warranties, covenants or the Companies contained agreements set forth herein or in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished delivered pursuant to this Agreement by within the Stockholders applicable Expiration Date, such claim shall survive until finally resolved or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedjudicially determined.

Indemnification by the Stockholders. Notwithstanding Sheridan agrees subsequent to the Closing or the delivery of the Shares, the Stockholders, jointly and severally, to indemnify and agree to fully defendhold the Company, save Buyer and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), its subsidiaries and any of their respective affiliates and persons serving as officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates partners or employees of the Company or Buyer (each individually a "UAG Buyer Indemnified Party" and collectively the ")Buyer Indemnified Company") harmless from and against any damages, if a UAG Indemnified Party liabilities, losses, taxes, fines, penalties, costs, and expenses (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-Party claims and including all amounts Paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation inor a deliberate or wilful breach by Sheridan or the Company of any of their representations, warranties or omission from, covenants under this Agreement or in any statement, certificate, schedule, exhibit, annex schedule or other document furnished exhibit delivered pursuant to this Agreement; (b) any other breach of any representation, warranty or covenant of Sheridan or the Company under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of those representations, warranties or covenants; and (c) Except for any Matter from the Prior Period any liability of the Company for Taxes arising from an event or transaction as a result of the Closing which have not been Paid or provided for by the Stockholders Company, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Companies (Company. Notwithstanding the provisions of Section 7.1, Sheridan has no obligation whatsoever to indemnify any Party for any Matter whatsoever from the Prior Period or pertaining in any representative of Part to the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedCaveat.

Indemnification by the Stockholders. Notwithstanding In addition to the Closing or the delivery provisions contained in Sections 8.2(a), after exhaustion of the SharesEscrow Fund, the StockholdersStockholders shall, jointly and severally, indemnify and agree to fully defendreimburse, save indemnify, defend and hold harmless on an after-tax basis UAGBuyer and its Affiliates (including the Company) for any Losses incurred by Buyer, Sub, the Companies (after Closing), and any of their respective its officers, directors, employees, stockholders, advisors, representatives, agents and or Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing DateCompany) shall at any time or from time to time suffer any Costs (as defined , in Section 9.6 below) arisingeach case net of insurance proceeds if and when received by such Person in connection with such Losses, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account indirectly as a result of, : (i) any inaccuracy in, or breach of, a representation or warranty of the Company or the Stockholders contained herein (or in any certificate, instrument, schedule or document attached to this Agreement and all Events of Breach (as defined below) delivered by the Company or the Stockholders pursuant to this Agreement); (ii) any Claim before failure by the Company or by any courtStockholder to perform or comply with any covenant contained herein; (iii) any claims or liabilities of any type with respect to, arbitrator, panel, agency related to or arising from HBV (including without limitation any rent or other governmentalamounts owed with respect to the Huntsville Office and any amounts owed for compensation of employees compensated by HBV), administrative or judicial entityany of the other companies identified in Section 8.2(a)(iii); (iv) any Losses arising from the matters disclosed on Schedules 2.20, which Claim involves, affects 2.25(d) and 8.2; (v) any liability or relates obligation (A) of the Company for any Taxes of the Company with respect to any assetsTax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), properties or operations and (B) of the Companies Company for the unpaid Taxes of any Person under Treasury Regulation ss.1.1502-6 (or the conduct any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise; or (vi) any claims or liabilities of any type of the business of the Companies Company with respect to periods on or prior to the Closing Date (a "other than any liability set forth in Schedule 2.8 of the Company Schedules, any liability fully disclosed, reflected or reserved against in the Company Balance Sheet or the Company Unaudited Financial Statements and any liability that has arisen in the ordinary course of the Company's business consistent with past practices since the Most Recent Balance Sheet Date; provided, however, that the maximum amount of Losses for which any Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more liable under Section 8.3(i) shall equal the product of (x) the percentage of such Stockholder's pro rata share of the following: (i) any untruth or inaccuracy in any representation issued and outstanding stock of the Stockholders Company as set forth on the Capitalization Table to be delivered pursuant to Section 7.3(k) and (y) the Base Consideration (less any amounts reimbursed to Buyer or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished person pursuant to this Agreement by from the Stockholders or Escrow Fund) (other than with respect to claims for infringement of any intellectual property right, in which event the Companies maximum amount of Losses for which any Stockholder shall be liable under Section 8.3(i) shall equal the product of (x) the percentage of such Stockholder's pro rata share of the issued and outstanding stock of the Company as set forth on the Capitalization Table and (y) the sum of the Base Consideration (less any amounts reimbursed to Buyer or any representative other person pursuant to this Agreement from the Escrow Fund) plus any Additional Consideration actually paid to the Stockholders); provided, further, however, that the foregoing limitations shall not apply in the case of the Stockholders or the Companies) to UAG (a claim by Buyer or any representative of UAGits Affiliates (including the Company) and relating to any misrepresentation in representation or omission from warranty which was known to any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies Stockholder to be performed false or observedmaterially inaccurate when made.

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the Shares, the Stockholders, jointly and severally, (a) The Stockholders will severally indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), QuadraMed and any of Acquisition Co. and their respective officers, directors, agents and employees, stockholdersand each Person, advisorsif any, representativeswho controls or may control QuadraMed or Acquisition Co. within the meaning of the Securities Act (each, agents an "Indemnified Person" and Affiliates (each a collectively, the "UAG Indemnified PartyPersons"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, and against (i) any and all Events claims, demands, actions, causes of Breach actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses ("Losses"), arising out of or relating to any misrepresentation or breach of or default under any of the representations, warranties and covenants given or made by the Company in this Agreement, or any schedule hereto or any certificate, document or instrument delivered by or on behalf of the Company pursuant hereto, (ii) any and all Losses (excluding claims, demands, unfiled actions and unfiled causes of action) arising out of or relating to actions, suits or legal, administrative, arbitration or governmental proceedings filed against any Indemnified Person that relate to the Company or the Stockholders in which the principal event giving rise thereto occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of the Stockholders, the Company or any director, officer, employee, agent, representative or subcontractor of the Company (other than any claims covered by subsection (iii) hereof), (iii) any and all Losses arising out of or relating to the AvMed Claim, the Sunquest Claim, existing judgments against the Company and any other claims by or on behalf of Richxxx X. Xxxxx (xxe "Brinx Xxxim"), any claim against the Company by The Regence Group (formerly known as the Benchmark Group) (the "Regence Claim") and/or any and all other claims against the Subsidiary or the Company by or on behalf of any of the HSII Installing Clients (as defined belowon Schedule 3.20), provided, however, that the indemnity with respect to the AvMed Claim, the Sunquest Claim, the Brink Claim and any claims against the Subsidiary or the Company by or on behalf of the HSII Installing Clients shall in each case be subject to (i) QuadraMed not settling such claim for an amount in excess of the remaining unapplied reserves with respect to such claim without consulting the Stockholders; and (ii) QuadraMed not changing the lead counsel currently defending any such claim which is currently in litigation without the consent of the Stockholders, which consent shall not be unreasonably withheld. (b) The Stockholders shall have no liability with respect to the matters described in Section 12.2(a)(i) or (ii) any Claim before above unless and until the aggregate amount of Losses pursuant to subsections (i) or by any court, arbitrator, panel, agency (ii) equals or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of exceeds $500,000 (the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party ClaimFirst Threshold Amount"). As used hereinAt such time as the aggregate Losses equals or exceeds the First Threshold Amount, "Event of Breach" QuadraMed and Acquisition Co. shall be indemnified to the full extent of all such Losses (including Losses counted in determining whether the aggregate Losses equals or exceeds the Threshold Amount). The Stockholders shall have no liability with respect to the matters described in Section 12(a)(iii) above unless and mean until the aggregate amount of Losses equals or exceeds $4,050,000 (the "Second Threshold Amount"). At such time as the aggregate Losses pursuant to subsection (iii) equals or exceeds the Second Threshold Amount, QuadraMed and Acquisition Co. shall be indemnified solely to the extent such Losses exceed the Second Threshold Amount. The maximum liability for indemnification by the Stockholders under this Article XII shall in no event exceed the Escrow Fund; provided, however, that this section shall not apply to any one intentional misrepresentation or more of the following: (i) any untruth or inaccuracy in any representation intentional breach by either of the Stockholders or the Companies or the breach of any warranty representation, warranty, covenant or obligation (c) As security for their obligation to indemnify QuadraMed and Acquisition Co. hereunder, concurrently with payment of the Closing Consideration by QuadraMed, the Stockholders shall place into escrow that number of QuadraMed Shares from the Closing Consideration having an aggregate Fair Market Value equal to $6,000,000 (the "Escrow Fund") pursuant to the terms and conditions of the Escrow Agreement, to be held in escrow until final determination of all of QuadraMed's indemnifiable claims hereunder and as security and QuadraMed's sole recourse for the indemnification obligations of the Stockholders or hereunder; provided, however, that upon the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative expiration of the Stockholders or Survival Period, the Companiesamount (if any) by which the Escrow Fund exceeds QuadraMed's reasonable good faith estimate of its maximum exposure to UAG (or any representative of UAG) Losses with respect to then-pending claims shall be retained in escrow and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure balance of the Stockholders or Escrow Fund shall distributed to the Companies duly Stockholders, provided that with respect to perform or observe any termclaims based upon Section 12(a)(iii), provision, covenant, agreement or condition on the part aggregate remaining amount of the Stockholders or Second Threshold Amount (after deducting applicable Losses against the Companies initial Second Threshold Amount) shall be deducted from such estimate of its maximum exposure to be performed or observedLosses.

Indemnification by the Stockholders. Notwithstanding Each of the Closing Stockholders shall jointly and severally indemnify the Buyer in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation or the delivery of the SharesBuyer or any Affiliate thereof, the Stockholders, jointly and severally, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time prior to or from time to time suffer any Costs (as defined in Section 9.6 below) arisingafter the Effective Time, directly or indirectly, out of or resulting from, relating to or shall pay constituting: (a) any misrepresentation, breach of warranty or become obligated failure to pay perform any sum on account ofcovenant or agreement of the Company or any Stockholder contained in this Agreement; (b) any failure of a Stockholder to have good, valid and marketable title to the issued and outstanding Common Shares issued in the name of such Stockholder, free and clear of all Security Interests; (c) any claim by a stockholder or former stockholder of the Company or a Subsidiary, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company or a Subsidiary; (ii) any rights of a stockholder (other than the right to receive the Merger Consideration pursuant to this Agreement or rights to fair value under the applicable provisions of the Maryland Law), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the charter or bylaws of the Company or a Subsidiary; (iv) any claim that his or her shares were wrongfully repurchased by the Company; or (v) any Option; (d) any and all Events Taxes (other than sales Taxes) incurred by the Company, the Subsidiaries or the Surviving Corporation as a result of Breach (the transactions contemplated by this Agreement failing to qualify as defined belowa reorganization under Section 368 of the Code, other than as a result of any misrepresentation or breach of warranty of the Buyer contained in Section 3.10 of this Agreement or any failure to perform any covenant or agreement of the Buyer contained in Section 4.7(a) or Section 4.7(c) of this Agreement; (iie) any Claim and all Taxes (other than sales Taxes) required to be shown on a Pre-Closing Return or attributable to a Pre-Closing Straddle Period, except to the extent such Taxes were incurred as a result of any misrepresentation or breach of warranty of the Buyer contained in Section 3.10 of this Agreement or any failure to perform any covenant or agreement of the Buyer contained in Section 4.7(a) or Section 4.7(c) of this Agreement; (f) subject to Section 6.4(b) of this Agreement, any and all sales Taxes due and payable by the Company, the Subsidiaries, the Surviving Corporation or the Stockholders for any taxable period that ends on or before or by the Closing Date and any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates and all sales Taxes attributable to any assets, properties or the operations of the Companies Company on or before the conduct Closing Date; - 45 - 50 (g) the maintenance or termination of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observed.Pension Plan; or

Indemnification by the Stockholders. Notwithstanding the Closing or the delivery of the SharesThe Stockholders shall, the Stockholders, jointly on a several and severallynot joint basis, indemnify and agree to fully defendthe Buyer in respect of, save and hold it harmless on an after-tax basis UAGagainst, Sub, any and all Damages incurred or suffered by the Companies (after Closing), and Buyer or any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or Affiliate thereof resulting from, relating to or shall pay constituting: (a) any inaccuracy in or become obligated breach of any of the Fundamental Representations; (b) any failure to pay perform any sum on account of, covenant or agreement of the Company (to the extent the Company’s performance is to occur prior to or at the Closing) or the Stockholders contained (i) in this Agreement, including without limitation in relation to Stockholders’ ISRA Compliance undertakings set forth in Section 5.7 and any Damages incurred by Buyer in connection with a Buyer Remediation Assumption, and all Events of Breach (as defined below) or (ii) in the General Release. (c) any Claim before or (i) Taxes of the Stockholders (other than Taxes incurred by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates the Stockholders as a result of an election under Section 338(g) of the Code filed by the Buyer with respect to any assetsTaxpayer), properties or operations (ii) Taxes of the Companies Taxpayers for any taxable period (or the conduct of the business of the Companies portion thereof) ending on or prior to the Closing Date (other than Taxes incurred by the Taxpayers as a "Stockholder Third Party Claim"). As used herein, "Event result of Breach" shall be and mean any one or more an election under Section 338(g) of the following: Code filed by the Buyer with respect to any Taxpayer), (iii) Tax imposed on any Taxpayer by reason of having been a member of an affiliated, combined, consolidated or unitary group with another Person on or prior to the date hereof by reason of Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of Law) by reason of Contract, assumption, transferee or successor liability, operation of Law or otherwise, (iv) “applicable employment taxes” deferred by any Taxpayer under Section 2302 of the CARES Act with respect to any taxable period (or portion thereof) ending on or prior to the Closing Date, and (v) Taxes of the Taxpayers for any taxable period (or portion thereof) beginning after the Closing Date as a result of deferred revenue reported in the Financial Statements; (d) (i) any untruth or inaccuracy in any representation amount of Indebtedness outstanding as of immediately preceding the Stockholders or Closing to the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection extent not paid concurrent with the Closing, and or (ii) any failure Company Expenses to the extent not paid concurrent with the Closing; and (e) any claims for indemnification against Buyer, the Company or their respective Affiliates by current or former directors or officers of the Stockholders Company (the “Covered D&Os”) for any Damages collectible from the Covered D&Os arising out of or pertaining to any action or omission or alleged action or omission prior to the Companies duly to perform Closing by the Covered D&Os in their capacity as a director or observe any term, provision, covenant, agreement or condition on the part officer of the Stockholders or the Companies to be performed or observedCompany.

Indemnification by the Stockholders. Notwithstanding (a) Each Stockholder shall, subject to the Closing or the delivery provisions of the Shares, the Stockholdersthis Article VI, jointly and severallyseverally (subject to Sections 6.4(b) and 6.7 below), indemnify and agree to fully defendthe Buyer in respect of, save and hold the Buyer harmless on an after-tax basis UAGagainst, Subany and all debts, obligations and other liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of third party investigators, fees and expenses of outside attorneys, accountants, financial advisors and other third party experts, and other third party expenses of litigation) (collectively, the Companies (after Closing), "Losses") incurred or suffered by the Buyer or SND in connection with each and any all of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, following: (i) any and all Events misrepresentation or breach of Breach any representation or warranty made by the Stockholders or SND pursuant to Article III in this Agreement (as defined below) or including the Disclosure Schedules); (ii) any Claim before breach of any covenant, obligation or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation agreement of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies SND contained in this Agreement, includingprovided, without limitationhowever, that any Losses resulting from a claim relating to a breach by a Stockholder of the provisions of Section 5.7 shall be recoverable solely as against such breaching Stockholder; (iii) any tax liabilities or obligations of SND relating to periods ending on or before the Closing Date including any taxes related to the 338(h)(10) election (other than the payments contemplated by Section 1.2(a)(ii) above); (iv) any tax liabilities arising from or related to the change in SND's status from a C-corporation to an S-corporation; and (v) any liabilities or obligations with respect to any past or present subsidiary of SND. (b) Each Stockholder shall severally indemnify the Buyer in respect of, and hold the Buyer harmless against, any misrepresentation in, and all Losses incurred or omission suffered by the Buyer or SND resulting from, relating to or constituting any statement, certificate, schedule, exhibit, annex misrepresentation or other document furnished breach of any representation or warranty made by such Stockholder pursuant to Article II of this Agreement by the Stockholders or the Companies (or any representative of the Stockholders or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholders or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholders or the Companies to be performed or observedAgreement.

Indemnification by the Stockholders. Notwithstanding Subject to the Closing or terms of this Article 9 including the delivery limitation of liability clauses, from and after the SharesClosing, each Stockholder will (and the StockholdersCompany will prior to the Closing), severally and not jointly and severallyindemnify, indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAGthe Purchaser, Subits Affiliates, and their respective Representatives, successors and assigns (collectively, the Companies (after Closing)“Purchaser Indemnified Parties”) from, against, and in respect of, any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or all Losses resulting from, or shall pay or become obligated to pay any sum on account in respect of, (i) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: : (ia) any untruth or inaccuracy in Breach of any representation of the Stockholders or the Companies warranty set forth in Article 2 or the breach of any representation or warranty of the Stockholders Company in any other Transaction Documents; (b) any Breach of any representation or warranty set forth in Article 3 on the Companies contained part of such Stockholder; or any representation or warranty of any Stockholder in this Agreementany other Transaction Documents; provided, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant that with respect to this Agreement by the Stockholders or the Companies (or any representative corresponding indemnification obligation is solely that of the Stockholders or the Companies) to UAG Breaching Stockholder; (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (iic) any failure non-fulfillment or Breach of the Stockholders any covenant or the Companies duly to perform or observe any term, provision, covenant, agreement or condition obligation on the part of the Stockholders Company or any Stockholder under this Agreement or any other Transaction Document; (d) any failure by the Companies Company to be performed pay off all outstanding Indebtedness and Transaction Expenses at Closing; (e) the AOD Entity, the AOD Assets, the AOD Spin-Off and any Taxes related thereto or observedarising therefrom; (f) any holder or former holder of debt or equity securities of any Seller, the Company, its Subsidiaries or their respective Affiliates in respect of such Person’s status as such relating to events, facts, conditions or circumstances existing or arising prior to the Closing or in connection with this Agreement (including relating to the allocation of the Purchase Price between or among the Securityholders ); and (g) disregarding any disclosure in the Disclosure Schedule, any Indemnified Taxes.