Indemnification of the Shareholders. (a) Subject to Section 10.4, Fenix agrees to indemnify the Shareholders against and hold each of them harmless from: (1) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by Fenix in Article 5 or in the certificate delivered at Closing pursuant to Section 2.6(i); or (2) any Indemnifiable Loss that the Shareholders suffer or incur that is caused by, arises out of or relates to Fenix’s breach of or failure to perform any of its obligations under Article 7 in any material respect. (b) The benefit of Fenix’s indemnification obligation under this Section 10.2 shall extend to the heirs and legal representatives of the Shareholders.
Appears in 5 contracts
Samples: Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.), Combination Agreement (Fenix Parts, Inc.)
