Common use of GENERAL INDEMNIFICATION BY THE SHAREHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC ------- Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant at or before the Closing and all claims of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as a shareholder, former shareholder, or former employee (except, in the case of claims of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to their termsthe extent that Damages do not exceed $149,096); and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than Each of the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Shareholders, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCENVOY, Newco Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC ENVOY Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of any of the Shareholders or the Company XpiData set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Shareholder of the Shareholders or the Company XpiData in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by any of the Shareholders or, prior to the Effective Time, the CompanyXpiData, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company XpiData prior to the Closing Date or the actions or omissions of the XpiData directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial StatementsXpiData Disclosure Letter, this Agreement or the Schedules schedules to this Agreement; or (iv) any matter disclosed in Part 4.10 of the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their terms; andXpiData Disclosure Letter. (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.28.1.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), 5.5 (ESOP) and any receivables from related persons that are listed on SCHEDULE Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than Each of the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Shareholders, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCENVOY, Newco Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC ENVOY Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of any of the Shareholders or the Company ARM set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Shareholder of the Shareholders or the Company ARM in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by any of the Shareholders or, prior to the Effective Time, the CompanyARM, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company ARM prior to the Closing Date or the actions or omissions of the ARM directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial StatementsARM Disclosure Letter, this Agreement or the Schedules schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their terms; and. (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.28.1.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Shareholder, jointly and severallyseverally to the extent hereinafter set forth, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCHCCH, Newco Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, members, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of ▇▇▇▇▇▇▇ or the Shareholders or the Company set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Shareholder ▇▇▇▇▇▇▇ or the Company Shareholders in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders Shareholders, or, prior to the Effective Time, the Company▇▇▇▇▇▇▇, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company ▇▇▇▇▇▇▇ prior to the Closing Date or the actions or omissions of the directors, ▇▇▇▇▇▇▇'▇ officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company ▇▇▇▇▇▇▇ Financial Statements, this Agreement or the Schedules to this Agreement▇▇▇▇▇▇▇ Disclosure Schedules; or (iv) the matters disclosed on SCHEDULES 5.23 the Disclosure Schedule (conformity with law; litigationTaxes) or the nonfulfillment of any representation, covenant or agreement described in Sections 3.12 (Taxes), 5.24 3.25 (taxesCommissions) and 8.6 (Assignment of Commissions), 5.27 ; or (environmental matters), and v) the failure of ▇▇▇▇▇▇▇ or any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant Shareholder to their termsobtain any necessary consent relating to the leasing by ▇▇▇▇▇▇▇ of the leasehold property utilized by ▇▇▇▇▇▇▇; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.212.1.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Shareholder, jointly and severallyseverally (the "Indemnifying Parties") to the extent hereinafter set forth, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCCHCC, Newco Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, members, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of SCC or the Shareholders or the Company set forth in this Agreement or any Schedule schedule or certificate, delivered by or on behalf of any Shareholder SCC or the Company Shareholders in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders Shareholders, or, prior to the Effective Time, the CompanySCC, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company SCC prior to the Closing Date or the actions or omissions of the directors, SCC's officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 the Disclosure Schedule or the nonfulfillment of any representation, covenant or agreement described in Section 3.5, Section 3.6, Section 3.10, Section 3.12 or Section 3.13; or (conformity with lawv) the failure of SCC or any Shareholder to obtain any necessary consent relating to the leasing by SCC of the leasehold property utilized by SCC; litigation), 5.24 or (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their termsvi) fraud; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.112.1; and (c) all representations, warranties, covenants and obligations in this Agreement, the Disclosure Schedules, the supplements to the Disclosure Schedules, the certificates delivered pursuant to this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing. 10.2The right to indemnification, payment of Damages or other remedies based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages or other remedies based on such representation, warranties, covenants and obligations.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 8.12 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Each Shareholder, jointly and severally, covenant covenants and agree agrees to indemnify, defend, protect and hold harmless CCC, Newco USFloral and the Surviving Corporation and their respective officers, directors, employees, shareholdersShareholders, assigns, successors and affiliates (individually, a an "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), ) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and descriptiondescription and all costs incurred in investigating or pursuing any of the foregoing) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the presence of any Hazardous Material prior to Closing upon or within any property (including underlying soils and substrata, surface water and groundwater) now or formerly owned, occupied or leased by or under the charge, management or control of the Company or the presence of any Hazardous Material prior to Closing upon or within any property (including underlying soils and substrata, surface water and groundwater) proximate to such property where such presence relates to any act or omission of the Company or the carrying on of business by the Company prior to Closing; (v) any environmental administrative complaint, direction, order or sanction which is issued, imposed or proposed by any Governmental Authority in connection with the business of the Company or any property (including underlying soils and substrata, surface water and groundwater) now or formerly owned, occupied or leased by or under the charge, management or control of the Company relating to any condition, event or circumstance existing or occurring prior to Closing, or in connection with any property proximate to such property where such complaint, direction, order or sanction relates to any act or omission of the Company or the carrying on of business by the Company prior to Closing, including without limitation any order requiring any remediation or clean up of any Hazardous Material or requiring any release or other activity relating to a Hazardous Material be reduced, modified or eliminated; (vi) any other Damages imposed at any time by any third parties in connection with environmental matters relating to any period prior to Closing; (vii) the matters disclosed on SCHEDULES 5.23 Schedules 4.23 (conformity with law; litigation), 5.24 4.25 (taxes), 5.27 and 4.28 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.29.1.

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and 13.6 (brokers and agents) and any receivables from related persons that are listed on SCHEDULE Schedule 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2

GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder)Shareholders, jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: ----------------------- (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: : (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 8.12 and are not repaid pursuant to their terms; and and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2.