Common use of Indemnity by the Shareholders Clause in Contracts

Indemnity by the Shareholders. Subject to the limitations, minimum amounts and time limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to indemnify and hold PHI and the Company (and their respective directors, officers, employees and affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, the "LOSSES") arising, directly or indirectly, out of: (i) any failure or any breach by the Shareholders of any representation or warranty, covenant, obligation or undertaking made by any of the Shareholders in this Agreement, any Schedule or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect of any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS").

Indemnity by the Shareholders. Subject The Shareholders and Alma xxxntly and severally, subject to the limitations, minimum amounts and time limitations set forth in Section 10.510.2, each of the Shareholders jointly covenant and severally agrees to agree that they will indemnify and hold PHI and harmless WCI, the Company (Corporation and their respective directors, officersofficers and agents and their respective successors and assigns (collectively the "WCI Indemnitees"), employees and affiliates) harmless from and with respect to after the date of this Agreement, against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any "Environmental Site Losses" (collectivelyas such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third anniversary of the date of filing of the Corporation's federal and California income tax returns for the fiscal year ending on the Closing Date or, in the case of fraud, expiration of the applicable statute of limitations, with respect to each of the following contingencies (all, the "LOSSES10.1 Indemnity Events") arising, directly or indirectly, out of:): (ia) any failure Any misrepresentation, breach of warranty, or any breach by the Shareholders nonfulfillment of any representation agreement or warranty, covenant, obligation or undertaking made by any covenant on the part of the Shareholders or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, WCI relied on the truth of such representation or warranty or had any Schedule knowledge of any breach thereof. (b) The design, development, construction or Exhibit hereto, operation of any Facility or any other agreement"Environmental Site" as hereinafter defined, statement, certificate or other instrument delivered pursuant hereto the installation or in connection herewith; (ii) any actual or alleged tax liability operation of the Company in respect of a UST during any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company on or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses in excess of the Company amount of liability with respect thereto, if any, set forth on Part II of Schedule 3.8. As used in this Agreement, "Environmental Site" shall mean any Facility, any UST and any other waste storage, processing, treatment or PHI incurred as a result of disposal facility, and any other business site or any other real property owned, leased, controlled or operated by the settlement Corporation or other disposition of the DCAA audit described in the footnotes by any predecessor thereof on or prior to the Financial StatementsClosing Date, but provided however, as to activities of such predecessors, only to the extent that the Corporation or the Shareholders had knowledge of such liability activities. As used in this Agreement, "Environmental Site Losses" shall mean any and all losses, damages (including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies) arising out of or losses exceed required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under federal, state or local law in respect of operating activities on or affecting any Facility, any UST or any other Environmental Site, including, but not limited to (x) any actual or alleged violation of any law or regulation respecting the Company's reserves therefor as protection of December 31the environment, 1998 including, but not limited to, RCRA and CERCLA or any other law or regulation respecting the protection of the air, water and land and (taking into account y) any reduction in such reserves remedies or violations, whether by a private or public action, alleged or sought to be assessed as a result consequence, directly or indirectly, of any settlement payments "Release" (as defined below) of pollutants (including odors) or rebates made by Hazardous Substances from any Facility, any UST or any other Environmental Site resulting from activities thereat, whether such Release is into the Company air, water (including groundwater) or land and whether such Release arose before, during or after December 31the Closing Date. The term "Release" as used herein means any spilling, 1998 leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the ambient environment. Notwithstanding anything in this paragraph to the contrary, it is specifically understood and any offsets to any agreed that a Release composed solely of Hazardous Substances contained in household waste lawfully disposed of in a landfill during the time a Corporation owned and/or operated such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")landfill does not constitute an Environmental Site Loss.

Indemnity by the Shareholders. Subject The Shareholders, jointly and severally, subject to the limitations, minimum amounts and time limitations set forth in Section 10.510.2, each of the Shareholders jointly covenant and severally agrees to agree that they will indemnify and hold PHI and harmless WCI, the Company (Corporation and their respective directors, officersofficers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), employees and affiliates) harmless from and with respect to after the date of this Agreement, against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any Environmental Site Losses (collectivelyas such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders; provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the second anniversary of the Closing Date or, in the case of Fraud (as defined below) or any Claims based on the breach of any of the Absolute Covenants (as defined below), prior to ninety (90) days following the expiration of the applicable statute of limitations (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "LOSSES 10.1 INDEMNITY EVENTS") arising, directly or indirectly, out of:): (ia) any failure Any misrepresentation, breach of warranty, or any breach by the Shareholders nonfulfillment of any representation agreement or warranty, covenant, obligation or undertaking made by any covenant on the part of the Shareholders or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, WCI relied on the truth of such representation or warranty or had any Schedule knowledge of any breach thereof. (b) The design, development, construction or Exhibit hereto, operation of any Facility or any other agreement"ENVIRONMENTAL SITE" as hereinafter defined, statement, certificate or other instrument delivered pursuant hereto the installation or in connection herewith; (ii) any actual or alleged tax liability operation of the Company in respect of a UST during any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company on or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses in excess of the Company or PHI incurred as a result amount of the settlement or other disposition liability with respect thereto, if any, set forth on Part II of the DCAA audit described Schedule 3.8. As used in the footnotes to the Financial Statementsthis Agreement, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31"ENVIRONMENTAL SITE" shall mean any Facility, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 UST and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS").other waste

Indemnity by the Shareholders. Subject to the limitations(a) The Shareholders hereby agree to, minimum amounts and time limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to severally, indemnify and hold PHI harmless the Purchaser and the Company (and their respective directors, officers, employees and affiliates) harmless from against and with respect to any and all claims, liabilities, losses, damages, costs Losses (after Taxes and expenses, including without limitation net of any insurance proceeds or payments from responsible parties) sustained or incurred by the fees and disbursements of counsel (collectivelyPurchaser, the "LOSSES") arisingCompany or the Company Subsidiaries relating to, directly resulting from, arising out of or indirectly, out otherwise by virtue of: (i) any failure or any breach by the Shareholders of any representation or warranty, covenant, obligation or undertaking warranty made by any of the Shareholders or the Company contained in this Agreement, any Schedule or Exhibit hereto, or the Disclosure Schedule; any other agreement, statement, certificate or other instrument document required to be delivered by the Company pursuant hereto or in connection herewithto this Agreement; (ii) any actual non-fulfillment of any covenant or alleged tax liability of agreement made by the Shareholders or the Company contained in respect of any period through the Closing Datethis Agreement; (iii) any Company Indebtedness outstanding at the Effective Time (after payment litigation described in Schedule 12.2(a) of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS");Disclosure Schedule; and (iv) any liability the conduct of business by or disposition of Franciscan Motors' Cadillac dealership. (i) The Shareholders shall not be liable to the Purchaser for amounts payable under Section 12.2(a) until the total of all Losses exceeds $500,000 and then only for Losses in excess of $500,000; provided, that Losses relating to, resulting from, arising out of or otherwise by virtue of the litigation and claims described in Schedule 12.2(a) of Disclosure Schedule shall not be subject to such $500,000 basket. (ii) In no event shall the Shareholders be liable to the Purchaser and the Company or for an amount greater than the Consideration. (iii) The Shareholders shall not be required to make any of the Individual Shareholders payment with respect to indemnifiable Losses under this Section 12.2 if such payment is in an amount less than $25,000; provided that such limitation shall not apply to (A) the professional fees first $25,000 of indemnifiable Losses under this Section 12.2 or (B) Losses relating to, resulting from, arising out of or otherwise by virtue of the litigation and expenses incurred claims described in Schedule 12.2(a) of the Disclosure Schedule. (iv) Losses subject to indemnification for a matter that was also the subject of an adjustment made pursuant to Section 3.3 shall be reduced by the Company or any amount of the Individual Shareholders prior corresponding reduction in Consideration. (c) The indemnification provisions contained in this Section 12.2 are the sole post-Closing remedy of the Purchaser and the Surviving Corporation for any claims relating to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS");hereby. (vd) The Shareholders waive any liability of right to contribution from the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")Losses indemnifiable under this Section 12.2.

Indemnity by the Shareholders. Subject The Shareholders, jointly and ----------------------------- severally, subject to the limitations, minimum amounts and time limitations set forth in Section 10.57.2, each of the Shareholders jointly covenant and severally agrees to agree that they will indemnify and hold PHI and harmless United, the Company (Corporations and their respective directors, officersofficers and agents and their respective successors and assigns (collectively the "United Indemnitees"), employees and affiliates) harmless from and with respect to after the date of this Agreement, against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any "Environmental Site Losses" (collectivelyas such term is hereinafter defined) identified by a United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a United Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the -------- litigation commenced prior to the expiration of the periods set forth in Section 7.2(c) (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "LOSSESIndemnity Events") arising, directly or indirectly, out of:): (ia) any failure Any misrepresentation, breach of warranty, or any breach by the Shareholders nonfulfillment of any representation agreement or warranty, covenant, obligation or undertaking made by any covenant on the part of the Shareholders or the Corporations pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to United pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, United relied on the truth of such representation or warranty or had any Schedule or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect knowledge of any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")breach thereof.

Indemnity by the Shareholders. Subject The Shareholders, jointly and severally, but subject to the limitations, minimum amounts and time limitations set forth in Section 10.510.2, each of the Shareholders jointly covenant and severally agrees to agree that they will indemnify and hold PHI and harmless WCI, the Company (Corporation and their respective directors, officersofficers and agents and their respective successors and assigns (individually an “Indemnitee“ and collectively the “Indemnitees”), employees and affiliates) harmless from and with respect to after the date of this Agreement, against any and all claims, liabilities, losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs and expensesexpenses (including specifically, including but without limitation the limitation, reasonable attorneys’ fees, court costs, witness fees and disbursements expenses of counsel investigation) (collectively, “Damages”), identified by an Indemnitee in a Claims Notice, or asserted by an Indemnitee in litigation commenced against any Shareholder with respect to each of the "LOSSES"following contingencies (each, an “Indemnity Event”, and collectively, the “Indemnity Events”): (a) arisingAny misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of any Shareholder or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or warranty, WCI relied on the truth of such representation or warranty. STOCK PURCHASE AGREEMENT HLE (b) Any Environmental Site Losses at any Environmental Site (as hereinafter defined) to the extent such Environmental Site Losses (i) exceed the reserves therefor as of the Closing Date on the Financial Statements of the Corporation, (ii) are not stipulated by a third party as being subject to indemnification by such third party and not actually fully indemnified by such third party and (iii) are not covered by insurance as provided in Section 10.3(g). “Environmental Site Losses“ shall mean any and all Damages and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies), arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under any Law (that applies to the time period during which such activities occurred) in respect of operating activities by the Corporation to the extent occurring or arising prior to the Closing Date on or affecting any Environmental Site, including, but not limited to (A) any actual or alleged violation of any Law respecting the protection of the environment that applies to the time period during which such activities occurred, including, but not limited to, RCRA and CERCLA if, and then only to the extent, they apply to the time period during which such activities occurred and (B) any remedies or violations, whether by a private or public action, alleged or sought to be assessed as a consequence, directly or indirectly, out of: (i) any failure or any breach by the Shareholders of any representation Hazardous Material existing, on or warranty, covenant, obligation or undertaking made by any of the Shareholders in this Agreement, any Schedule or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect of any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid from operating activities by the Company or such Individual Shareholders prior Corporation to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions extent occurring or omissions occurring arising prior to the Closing Date, at any Environmental Site, whether or not any Release resulting from any such Hazardous Material Release is into the air, water (including groundwater) or land and whether such Release arose before, on or after the application of Closing Date. “Environmental Site“ shall mean any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) Facility, UST and other waste storage, processing, treatment or disposal facility, and any liability or losses of the Company or PHI incurred as a result of the settlement other business site or other disposition of real property owned, leased, controlled, operated or used by the DCAA audit described in the footnotes Corporation or by any predecessor thereof prior to the Financial StatementsClosing. The term “Release“ shall mean any spilling, but only leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the ambient environment. Notwithstanding anything in this Section to the extent that contrary, a Release composed solely of Hazardous Material contained in mixed municipal solid waste lawfully disposed of in a landfill during the time the Corporation owned, operated and/or used such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")landfill does not constitute an Environmental Site Loss.

Indemnity by the Shareholders. Subject The Shareholders, jointly and severally, subject to the limitations, minimum amounts and time limitations set forth in Section 10.57.2, each of the Shareholders jointly covenant and severally agrees to agree that they will indemnify and hold PHI and harmless WCI, the Company (Surviving Corporation and their respective directors, officersofficers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), employees and affiliates) harmless from and with respect to after the date of this Agreement against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (collectivelyas such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third anniversary of this Agreement (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "LOSSES 7.1 INDEMNITY EVENTS") arising, directly or indirectly, out of:): (ia) any failure Any misrepresentation, breach of warranty, or any breach by the Shareholders nonfulfillment of any representation agreement or warranty, covenant, obligation or undertaking made by any covenant on the part of the Shareholders or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, WCI relied on the truth of such representation or warranty or had any Schedule knowledge of any breach thereof. (b) The design, development, construction or Exhibit hereto, operation of any Facility or any other agreement"ENVIRONMENTAL SITE" as hereinafter defined, statement, certificate or other instrument delivered pursuant hereto the installation or in connection herewith; (ii) any actual or alleged tax liability operation of the Company in respect of a UST during any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company on or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after in excess of the application amount of liability with respect thereto, if any, set forth on Part II of Schedule 3.8. As used in this Agreement, "ENVIRONMENTAL SITE" shall mean any Facility, any UST and any other waste storage, processing, treatment or disposal facility, and any other business site or any other real property owned, leased, controlled or operated by the Corporation or by any predecessor thereof on or prior to the Closing Date. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall mean any and all losses, damages (including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies) arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under federal, state or local law in respect of operating activities on or affecting any Facility, any UST or any other Environmental Site, including, but not limited to (x) any actual or alleged violation of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability law or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS").regulation respecting the

Indemnity by the Shareholders. Subject to the limitations, minimum amounts and time limitations set forth in Section 10.5, each Each of the Shareholders jointly and shall severally agrees to indemnify and hold PHI the Purchaser, its directors, officers, employees, agents, representatives and the Company (Purchaser's Affiliates and their respective directors, officers, employees employees, agents and affiliates) representatives harmless from and with in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, the as a "LOSSESCLAIM") arising, which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectlyindirectly as a result of, in respect of or arising out of: (i1) subject to Section 5.4(1), any failure incorrectness in or any breach by the Shareholders of any representation or warranty, covenant, obligation or undertaking made by any warranty of the Shareholders Shareholder contained in this Agreement, any Schedule Closing Agreement or Exhibit hereto, or under any other agreement, statementcertificate or instrument executed and delivered pursuant to this Agreement; (2) any breach of or any non-fulfilment of any covenant or agreement on the part of the Shareholder under this Agreement, any Closing Agreement or under any other agreement, certificate or other instrument executed and delivered pursuant hereto to this Agreement; or (3) any Claim made or brought against Parentco, the Purchaser, the Corporation or the Corporation's successors or their respective directors, officers, employees, agents, representatives and Affiliates by: (i) Ray Xxxxxx xx his Associates as a result of, in connection herewithrespect of or arising out of any matter existing prior to the Closing Time, excluding any Claim for a finder's fee in respect of licensing of Software Products after the Closing Date resulting in license fees being recognized by Parentco on a consolidated basis in accordance with the usual business practice of the Corporation; (ii) any actual or alleged tax liability of the Company Tom Xxxxx xx his Associates as a result of, in respect of or arising out of any period through the Closing Datematter referred to in Section 1 of Schedule 5.1(7); (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Ralpx Xxxxx, Xxotx Xxxxxxx xxx Willxxx Xxxxxx xx any of their respective Associates as a result of, in respect of or arising out of any matter referred to in Section 2.1(b3 of Schedule 5.1(7)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS");; and (iv) any liability of the Company or Michxxxx Xxxxxxx, Xxna Naryznai, Oleg Xxxxxxxxxx, Xxdrxxx Xxxxxxx, Xxnnxxxx Xxxxx xxx Michxxx XxXxxxx xx any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred their respective Associates as a result of, in respect of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result arising out of any settlement payments right, title or rebates made by interest in, or moral rights in respect of, in each case in existence at the Company after December 31Closing Time, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")Software Products.

Indemnity by the Shareholders. Subject (a) The Shareholders hereby expressly and unequivocally agree to the limitationsindemnify, minimum amounts and time limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to indemnify defend and hold PHI harmless Bristol, Purchaser and the Company (Surviving Corporation, and their respective Bristol's, Purchaser's and Surviving Corporation's officers, directors, officersemployees, employees agents, affiliates, attorneys, representatives and affiliatesrelated entities (for purposes of this Section 7.2, the "Indemnified Parties") harmless from and with against and in respect to of any and all claims, liabilitiesdemands, losses, damagescosts, costs expenses, obligations, liabilities, actions, suits, damages and expensesdeficiencies, including without limitation the limitation, interest and penalties, reasonable attorneys' fees and disbursements all amounts paid in settlement of counsel any claim, action or suit (collectivelyall such claims, the demands, losses, costs, expenses, etc. being referred to herein collectively as "LOSSESClaims") arisingwhich are asserted against any Indemnified Party or which any Indemnified Party incurs or suffers, directly whether as a result of third party claims or indirectlyotherwise, and which arise out of: , result from or relate to (i) any failure or any breach by Company and/or the Shareholders to fully perform in a timely manner any agreement, covenant or obligation of Company and the Shareholders hereunder; (ii) the existence or non-existence of any act or circumstance which is different from or inconsistent with or a breach of any representation or warranty, covenant, obligation or undertaking made by any warranty of Company and the Shareholders in this Agreement, any Schedule made herein; or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect of any period through the Closing Date; (iii) the acts, omissions, statements, misstatements or other business, properties and affairs of Company and the Shareholders; and (4) the acts, omissions, statements, misstatements, or other business properties and affairs, including all Liabilities of, Pacific Retail; provided, however, that any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company insurance proceeds payable to Bristol or any of the Individual Shareholders Surviving Corporation with respect to any indemnification claim hereunder shall reduce the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS");Shareholders' indemnification obligations, dollar for dollar. (vb) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred The indemnities provided for herein shall not require payment as a result of the settlement or other disposition of the DCAA audit described in the footnotes condition precedent to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")recovery.

Indemnity by the Shareholders. Subject Each of the Shareholders, jointly and severally, subject to the limitations, minimum amounts and time limitations set forth in Section 10.510.2, each of the Shareholders jointly covenants and severally agrees to that he will indemnify and hold PHI harmless WCI and the Company (Buyer, each Corporation and their respective directors, officersofficers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), employees and affiliates) harmless from and with respect to after the Signing Date and until the third anniversary of the Closing Date, against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any "Environmental Site Losses" (collectivelyas such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the earlier of the third anniversary of this Agreement or the expiration of the applicable statute of limitations (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "LOSSES 10.1 INDEMNITY EVENTS") arising, directly or indirectly, out of:): (ia) any failure Any misrepresentation, breach of warranty, or any breach by the Shareholders nonfulfillment of any representation agreement or warranty, covenant, obligation or undertaking made by any covenant on the part of the Shareholders or any Seller pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to WCI or Buyer pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, WCI or Buyer relied on the truth of such representation or warranty or had any Schedule knowledge of any breach thereof. (b) The design, development, construction or Exhibit hereto, operation of any Facility or any other agreement"Environmental Site" as hereinafter defined, statement, certificate or other instrument delivered pursuant hereto the installation or in connection herewith; (ii) any actual or alleged tax liability operation of the Company in respect of a UST during any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company on or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, in excess of the amount of liability with respect thereto, if any, set forth on Part II of Schedule 3.7. As used in this Agreement, "ENVIRONMENTAL SITE" shall mean any Facility, any UST and any other waste storage, processing, treatment or disposal facility, and any other business site or any other real property owned, leased, controlled or operated by any Seller or by any predecessor thereof on or prior to the Closing Date. As used in this Agreement, "ENVIRONMENTAL SITE LOSSES" shall mean any and all losses, damages (including exemplary damages and penalties), liabilities, claims, deficiencies, costs, expenses, and expenditures (including, without limitation, expenses in connection with site evaluations, risk assessments and feasibility studies) arising out of or required by an interim or final judicial or administrative decree, judgment, injunction, mandate, interim or final permit condition or restriction, cease and desist order, abatement order, compliance order, consent order, clean-up order, exhumation order, reclamation order or any other remedial action that is required to be undertaken under federal, state or local law in respect of operating activities on or affecting any Facility, any UST or any other Environmental Site, including, but not limited to (x) any actual or alleged violation of any law or regulation respecting the protection of the environment, including, but not limited to, RCRA and CERCLA or any other law or regulation respecting the protection of the air, water and land and (y) any remedies or violations, whether by a private or public action, alleged or sought to be assessed as a consequence, directly or indirectly, of any "Release" (as defined below) of pollutants (including odors) or Hazardous Substances from any Facility, any UST or any other Environmental Site resulting from activities thereat, whether such Release is into the air, water (including groundwater) or land and whether such Release arose before, during or after the application of Closing Date. The term "RELEASE" as used herein means any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or losses of disposing into the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described ambient environment. Notwithstanding anything in the footnotes this paragraph to the Financial Statementscontrary, but only to it is specifically understood and agreed that a Release composed solely of Hazardous Substances contained in household waste lawfully disposed of in a landfill during the extent that time any Seller owned and/or operated such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")landfill does not constitute an Environmental Site Loss.

Indemnity by the Shareholders. Subject to the limitationsPurchaser being in ----------------------------- material compliance with its obligations under Section 1.4, minimum amounts and time the Shareholders, subject to the limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to severally, covenant and agree that they will indemnify and hold PHI and harmless United, the Company (BNR Group and their respective directors, officersofficers and agents and their respective successors and assigns (the "United Indemnitees"), employees and affiliates) harmless from and with respect to after the date of this Agreement, against any and all claims, liabilities, losses, damages, costs and expensesassessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation the limitation, reasonable attorneys' fees and disbursements expenses of counsel investigation), expenditures, including, without limitation, any "Environmental Site Losses" (collectivelyas such term is hereinafter defined) identified by a United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a United Indemnitee in litigation commenced against a Shareholder provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the periods set forth in Section 7.2(c) (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "LOSSESIndemnity Events") arising, directly or indirectly, out of:): (ia) Any misrepresentation, breach of warranty, or nonfulfillment of any failure agreement or covenant on the part of a Shareholder or the BNR Group pursuant to the terms of this Agreement or any breach by misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to United pursuant to the Shareholders terms of any representation or warranty, covenant, obligation or undertaking made by any of the Shareholders in this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, United relied on the truth of such representation or warranty or had any Schedule or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect knowledge of any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS")breach thereof.