Common use of THE SHAREHOLDERS' INDEMNITY OBLIGATIONS Clause in Contracts

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally and not jointly, indemnify and hold harmless the Company, Parent and the Company's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified Amounts") paid, imposed on or incurred by a Parent Indemnified Party, directly or indirectly, relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by the Company in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company of or default by the Company under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, arising out of or related to any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or (d) any Environmental Claim and/or any violation of any Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraud. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally and not jointly, shall indemnify and hold harmless the Company, Parent and the Company's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Indemnified PartyPARENT INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified AmountsINDEMNIFIED AMOUNTS") paid, imposed on or incurred by a Parent Indemnified Party, directly or indirectly, relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company and/or the Shareholders in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company and/or the Shareholders of or default by the Company and/or the Shareholders under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, any of the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or ), (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation , or (e) any Taxes incurred by the Shareholders, Company or Surviving Corporation as a result of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach the consummation of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraudthe transactions contemplated by this Agreement. For purposes of this Section SECTION 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, shall severally and not jointly, indemnify and hold harmless the Company, Parent and the Company's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified Amounts") paid, imposed on or incurred by a Parent Indemnified Party, directly Party or indirectly, relating to, resulting from or arising out of, or any allegation of for which a third party Parent Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company and/or the Shareholders in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company and/or the Shareholders of or default by the Company and/or the Shareholders under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, any of the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) , or (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraudDay. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTYPARTY (EXCLUDING THE PARENT, INCLUDING ANY PARENT INDEMNIFIED PARTYITS OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS, 36 REPRESENTATIVES AND AFFILIATES), WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally and not jointly, Shareholder shall indemnify and hold harmless the Company, Parent and the Company's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Indemnified PartyPARENT INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified AmountsINDEMNIFIED AMOUNTS") ), paid, imposed on or incurred by a Parent Indemnified Party, directly or indirectly, relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company and/or the Shareholder in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company and/or the Shareholder of or default by the Company and/or the Shareholder under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholder or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, the Shareholder or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or ), (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation , or (e) any Taxes incurred by the Shareholder or the Company as a result of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach the consummation of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraudthe transactions contemplated by this Agreement. For purposes of this Section SECTION 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally jointly and not jointlyseverally, indemnify and hold harmless the CompanyCompany (after the Closing), Parent Purchaser and the Company's (after the Closing) and Parentthe Purchaser's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Purchaser Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified Amounts") paid, imposed on or incurred by a Parent Purchaser Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of one or more of the Company Shareholders in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by one or more of the Company of Shareholders of, or default by one or more of the Company under Shareholders under, the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, Company occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or ), (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced arose out of events occurring on or prior to the Closing Date. The obligation , or (e) any Taxes incurred by the Shareholders, Company or Purchaser as a result of Shareholders to provide indemnification to the consummation of the transactions contemplated by this Agreement or (ii) relating to, resulting from or arising out of any allegation of a Parent Indemnified Party hereunder based on a breach third party of representation the events described in Sections 10.1(a), (b), (c), (d) or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraud(e) above. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT PURCHASER INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.. EXHIBIT 2.3 ----------- 30

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally jointly and not jointlyseverally, indemnify and hold harmless the CompanyCompany (after the Closing), Parent the Purchaser and the CompanyPurchaser's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates subsidiaries (each a "Parent Purchaser Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified Amounts") paid, imposed on or incurred by a Parent Purchaser Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of one or more of the Company Shareholders in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by one or more of the Company of Shareholders of, or default by one or more of the Company under Shareholders under, the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, arising out of or related to any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation Date and were the result of an intentional or wrongful act of the Shareholders, or (d) any Taxes incurred by the Shareholders to provide indemnification to or the Company as a Parent Indemnified Party hereunder based on result of the consummation of the transactions contemplated by this Agreement or (ii) relating to, resulting from or arising out of any allegation of a breach third party of representation the events described in Sections 10.1(a), (b), (c) or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraud(d) above. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF THE COMPANY OR ANY PARTY, INCLUDING ANY PARENT SHAREHOLDER INDEMNIFIED PARTY, PARTY WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally and not jointly, shall indemnify and hold harmless the Company, Parent and the Company's ’s and Parent's ’s respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "“Parent Indemnified Party"”) from and against any and all claims (including without limitation, limitation Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediationsRemediation, liabilities, strict liabilitiesLiabilities (including without limitation STRICT LIABILITY), judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' ’ fees) (collectively, the "“Indemnified Amounts"”) paid, imposed on or incurred by a Parent Indemnified Party, directly Party or indirectly, relating to, resulting from or arising out of, or any allegation of for which a third party Parent Indemnified Party bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company or the Shareholders in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this AgreementAgreement (without regard to any materiality qualification of any such representation or warranty, as may be indicated by the term “material,” “substantial,” or “Material Adverse Effect” or similar words), (b) any violation or breach by the Company or the Shareholders of or default by the Company or the Shareholders under the terms of this Agreement or any certificate agreement, certificate, instrument or instrument other writing delivered in connection with this Agreement, or (c) any act or omission by by, or condition existing with respect to, the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, Company occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or (d) any Environmental Claim and/or any violation of any Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date). The obligation of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraud. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT THE OBLIGATION OF THE SELLERS TO INDEMNIFY THE PARENT INDEMNIFIED PARTIES HEREUNDER SHALL NOT BE CONTINGENT UPON THE ASSERTION OF ANY CLAIM, DIRECTIVE, DEMAND, ACTION OR PROCEEDING BY ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY, AND SHALL EXPRESSLY INCLUDE THE OBLIGATION TO INDEMNIFY THE BUYER INDEMNIFIED PARTIES FOR THEIR OWN POTENTIAL STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVEALLEGED NEGLIGENCE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Subject to the limitations set forth in this Article VIII, the Shareholders shall, severally on a Pro-Rata Basis or Primary Pro-Rata Basis, as applicable and not jointlyas set forth herein, indemnify indemnify, defend and hold harmless the Company, Parent Purchaser and each of the Company's ’s and Parent's Purchaser’s respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent “Purchaser Indemnified Party"”) from and against any and all claims (including including, without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (expenses, including, without limitation, reasonable attorneys' fees) (collectively’ fees(collectively, the "“Indemnified Amounts") ”), paid, imposed on or incurred by a Parent Purchaser Indemnified Party, directly or indirectly, (a) relating to, resulting from or arising out of, or any allegation of a third party of (ai) any breach or misrepresentation in any of the representations and warranties made by the Company or on behalf of any Shareholder in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company of or default by the Company under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (cii) any act violation or omission breach by any Shareholder of, or default by any Shareholder under, any of the Company covenants made by or on behalf of any Shareholder in this Agreement or any shareholdercertificate or instrument delivered in connection with this Agreement, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, arising out of or related to any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or (diii) any Environmental Claim and/or any violation of any Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation , (iv) any Taxes incurred by the Shareholders, the Company, or the Purchaser as a result of the consummation of the transactions contemplated by this Agreement (including United States federal income Taxes under Section 1374 of the Code), (v) any Taxes (or the non-payment thereof) of (1) the Company or the Shareholders for the Pre-Closing Period and (2) any other Person imposed on the Company as a transferee or successor, by contract or pursuant to provide indemnification any law, rule, or regulation, which Taxes relate to a Parent Indemnified Party hereunder an event or transaction occurring on or prior to the Closing, or (vi) any claim (1) for workers’ compensation benefits based on an injury suffered by any employee or contractor prior to the Closing Date, or (2) for fees, assessments, sanctions, fines or penalties imposed by any Governmental Authority resulting from or related to the Purchaser’s failure to maintain workers’ compensation insurance, or (b) relating to, resulting from or arising out of any allegation of a breach third party of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth the events described in such representation or warranty, except for any claim based on fraudSections 8.1(a)(i) through (vi) above. For purposes of this Section 10.18.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, THE COMPANY PRIOR TO THE CLOSING WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally jointly and not jointlyseverally, indemnify and hold harmless the Company, Parent and the Company's and Parent's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Indemnified PartyPARENT INDEMNIFIED PARTY") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' fees) (collectively, the "Indemnified AmountsINDEMNIFIED AMOUNTS") ), paid, imposed on or incurred by a Parent Indemnified Party, directly or indirectly, relating to, resulting from or arising out of, or any allegation of a third party of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company and/or the Shareholders in this Agreement, including without limitation with respect to environmental matters, as updated pursuant to SECTION 7.8 hereof, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company and/or the Shareholders of or default by the Company and/or the Shareholders under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, any of the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or ), (d) any Environmental Claim and/or any violation of any Requirements of Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation , or (e) any Taxes incurred by the Shareholders, the Company or the Surviving Corporation as a result of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach the consummation of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based on fraud. For purposes of the transactions contemplated by this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVEAgreement.

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Shareholders shall, severally jointly and not jointlyseverally, indemnify and hold harmless the CompanySurviving Corporation, Parent and each of the Company's Surviving Corporation’s and Parent's ’s respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "“Parent Indemnified Party"”) from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29Claims), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (including, without limitation, reasonable attorneys' ’ fees) (collectively, the "“Indemnified Amounts") ”), paid, imposed on or incurred by a Parent Indemnified Party, directly or indirectly, relating to, resulting from or arising out of, or any allegation of a third party of of, (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of the Company and/or any Shareholder in this Agreement, including without limitation with respect to environmental matters, Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company and/or any Shareholder of or default by the Company and/or any Shareholder under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) any act or omission by the Company Company, the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company, occurring on or prior to the Closing Date (including any claim by a third party, including employees and customers, customers arising out of or related to any act or omission by the Company Company, any of the Shareholders or any shareholder, officer, director, employee, agent or representative of the Company occurring on or prior to the Closing Date) or ), (d) any Environmental Claim and/or any violation of any Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to the Closing Date. The obligation , (e) any Taxes incurred by the Shareholders, the Company, the Surviving Corporation or Parent as a result of the consummation of the transactions contemplated by this Agreement, (f) any Taxes (or the non-payment thereof) of (1) the Company or the Shareholders for all periods ending on or before the Closing Date and the portion through the end of the Closing Date for any periods that include (but do not end on) the Closing Date (“Pre-Closing Period”) and (2) any other Person imposed on the Company as a transferee or successor, by contract or pursuant to provide indemnification any law, rule, or regulation, which Taxes relate to a an event or transaction occurring before the Closing, (g) any retention payment obligations incurred by any Parent Indemnified Party hereunder based as a result of events, conditions, operations, facts or circumstances which occurred on or prior to the Closing Date or (h) any severance obligation incurred by any Parent Indemnified Party which accrues as a breach result of representation the termination, on or warranty shall arise without regard prior to May 26, 2004, of the employment of any materiality or knowledge qualifier set forth in such representation or warranty, except for any claim based of the employees identified on fraud. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWS) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVESchedule 7.1(h).

THE SHAREHOLDERS' INDEMNITY OBLIGATIONS. The Subject to the limitations set forth in this Article VIII, the Shareholders shall, severally and not jointlyon a Pro-Rata Basis, indemnify indemnify, defend and hold harmless the Company, Parent Purchaser and each of the Company's and ParentPurchaser's respective officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Parent Purchaser Indemnified Party") from and against any and all claims (including without limitation, Environmental Claims malpractice claims, escheat laws and claims pursuant to Sections 5.28 and 5.29), actions, causes of action, arbitrations, proceedings, losses, damages, remediations, liabilities, strict liabilities, judgments, fines, penalties and expenses (expenses, including, without limitation, reasonable attorneys' fees) fees (collectively, the "Indemnified Amounts") ), paid, imposed on or incurred by a Parent Purchaser Indemnified Party, directly or indirectly, (a) relating to, resulting from or arising out of, or any allegation of a third party of (ai) any breach or misrepresentation in any of the representations and warranties made by the Company or on behalf of any Shareholder in this Agreement, including without limitation with respect to environmental matters, or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by the Company of or default by the Company under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (cii) any act violation or omission breach by any Shareholder of, or default by any Shareholder under, any of the covenants made by or on behalf of any Shareholder in this Agreement or any certificate or instrument delivered in connection with this Agreement, (iii) any Taxes incurred by the Shareholders, the Company, or the Purchaser as a result of the consummation of the transactions contemplated by this Agreement (including United States federal income taxes under Section 1374 of the Code), (iv) any Taxes (or the non-payment thereof) of (1) the Company or the Shareholders for the Pre-Closing Period and (2) any shareholderother Person imposed on the Company as a transferee or successor, officerby contract or pursuant to any law, directorrule, employeeor regulation, agent which Taxes relate to an event or representative of the Company, transaction occurring on or prior to the Closing Date Closing, or (including v) any claim (1) for workers' compensation benefits based on an injury suffered by a third party, including employees and customers, arising out of any employee or related to any act or omission by the Company or any shareholder, officer, director, employee, agent or representative of the Company occurring on or contractor prior to the Closing Date) , or (d2) for fees, assessments, sanctions, fines or penalties imposed by any Environmental Claim and/or any violation Governmental Authority resulting from or related to the Purchaser's failure to maintain workers' compensation insurance, or (b) relating to, resulting from or arising out of any Environmental Law if such Environmental Claim or violation relates, directly or indirectly, to events, conditions, operations, facts or circumstances which occurred or commenced on or prior to allegation of a third party of the Closing Date. The obligation of Shareholders to provide indemnification to a Parent Indemnified Party hereunder based on a breach of representation or warranty shall arise without regard to any materiality or knowledge qualifier set forth events described in such representation or warranty, except for any claim based on fraud. For purposes of this Section 10.1, Indemnified Amounts shall include without limitation those Indemnified Amounts ARISING OUT OF THE STRICT LIABILITY Sections 8.1(a)(i) through (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY ARISING PURSUANT TO ENVIRONMENTAL LAWSv) OR NEGLIGENCE OF ANY PARTY, INCLUDING ANY PARENT INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVEabove.