Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Each of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates (collectively, the "Acquisition Indemnified Parties") harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred by any of the Acquisition Indemnified Parties in connection with or arising from: (a) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; (b) any breach of any warranty or the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of product; provided, however, that the Shareholders shall be required to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket"), and then the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.

Indemnification by the Shareholders. Each (i) the breach of any representation or warranty made by the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of Company or such Shareholder in the Acquisition Companies and their respective RepresentativesDocuments (in each case, shareholders and Affiliates (collectivelysolely for purposes of calculating the amount of any Loss pursuant to this Section 9.02, the "Acquisition Indemnified Parties") harmless from and against any and all claimsqualifications of a representation or warranty using the words "material," "materiality," "Company Material Adverse Effect," the negatives thereof, liabilitiesand words of similar import, losses and expensesshall be excluded, including reasonable attorney's fees (collectivelyas though, "Losses and Expenses"for such purposes, the representation or warranty in question had been made without such qualification), actually incurred by any of the Acquisition Indemnified Parties in connection with or arising from:; (aii) the breach of any breach covenant or agreement made by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; (b) any breach of any warranty or the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed such Shareholder in the Financial Statements Acquisition Documents to be performed on or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time; or (iii) the breach of any covenant or agreement made by the Company or such Shareholder in the Acquisition Documents to be performed after the Effective Time. (b) Notwithstanding anything to the contrary contained in this Agreement, includingexcept with respect to claims based on fraud: (i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 9.02(a)(i) and (ii) which may be recovered from any Shareholder shall be limited to the Escrow Shares and shall not exceed such Shareholder's pro rata share of the Escrow Shares; and (ii) no indemnification payment by the Shareholders with respect to any indemnifiable Loss otherwise payable under Section 9.02(a) and arising out of or resulting from the causes enumerated in Section 9.02(a)(i) and (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $3,500,000, without limitation, the design, manufacture, sale and distribution of product; provided, however, that after which time the Shareholders shall be required liable for all indemnifiable Losses, including the first $3,500,000, and only if the event or condition giving rise to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses a claim for which they are entitled to indemnification exceeds $250,000 (the "Basket"), and then 50,000. In no event shall the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment consequential damages under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposesAgreement.

Indemnification by the Shareholders. Each (a) The Shareholders hereby agree, jointly and severally, to indemnify and hold IFC and CMA, and their successors (collectively "Purchaser" for purposes of this Section IX only) harmless at all times from and after the Closing, against and in respect of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates following: (collectively, the "Acquisition Indemnified Parties"i) harmless from and against any and all claimsAll losses, liabilities, losses costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney's fees (collectivelyattorney fees, "Losses and Expenses")arising from or incurred in connection with suits, actually incurred by proceedings, decrees or judgments incident to any of the Acquisition Indemnified Parties in connection with or arising from: (a) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided herein are collectively referred to which the Company is a party that is furnished in connection with this Agreement;as "IFC Losses". (b) any breach The period during which Purchaser must give notice in writing to the Shareholders of claims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to the applicable statute of limitations plus thirty (30) days with respect to claims (i) for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of Section VIII, and (iii) for breaches of any warranty covenant or obligation which first arises after the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; orClosing. (c) except with respect Interest at the prime rate shall accrue and be paid on all amounts to any claim or Action disclosed in be indemnified from the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect date of the Closing to the Company arising date of payment by the Shareholders, or if payment of a IFC Loss is made after the Closing by Purchaser, from facts occurring prior the date of such payment by Purchaser to the Effective Timedate of indemnification by the Shareholders. (d) The total liability of each Shareholder under this Section IX shall not exceed the consideration received or to be received by such Shareholder pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Purchaser is entitled to indemnification hereunder, includingPurchaser shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, without limitation, the design, manufacture, sale and distribution of product; provided, however, that the Shareholders shall be required have a right to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to compromise or defend any Losses and Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket")matter involving such asserted liability, and then the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.through counsel

Indemnification by the Shareholders. Each (a) The Shareholders hereby agree, jointly and severally, to indemnify and hold Buyer, and its successor (collectively "Purchaser" for purposes of this Section IX only) harmless at all times from and after the Closing, against and in respect of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates following: (collectively, the "Acquisition Indemnified Parties"i) harmless from and against any and all claimsAll losses, liabilities, losses costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney's fees (collectivelyattorney fees, "Losses and Expenses")arising from or incurred in connection with suits, actually incurred by proceedings, decrees or judgments incident to any of the Acquisition Indemnified Parties in connection with or arising from: (a) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided herein are collectively referred to which the Company is a party that is furnished in connection with this Agreement;as "Buyer Losses". (b) any breach The period during which Purchaser must give notice in writing to the Shareholders of claims for indemnification hereunder shall expire on the second anniversary of the Closing except that such period shall be extended to the applicable statute of limitations plus thirty (30) days with respect to claims (i) for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of Section VIII, and (iii) for breaches of any warranty covenant or obligation which first arises after the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; orClosing. (c) except with respect Interest at the prime rate shall accrue and be paid on all amounts to any claim or Action disclosed in be indemnified from the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect date of the Closing to the Company arising date of payment by the Shareholders, or if payment of a Buyer Loss is made after the Closing by Purchaser, from facts occurring prior the date of such payment by Purchaser to the Effective Timedate of indemnification by the Shareholders. (d) The total liability of each Shareholder under this Section IX shall not exceed the consideration received or to be received by such Shareholder pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Purchaser is entitled to indemnification hereunder, includingPurchaser shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, without limitationand the Shareholders shall have a right to compromise or defend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the designapproval of the Purchaser, manufacturewhich approval will not be unreasonably withheld, sale and distribution at the expense of productthe Shareholders; provided, however, that the Shareholders shall be required indemnify Purchaser against any costs and damages resulting from the failure of the Shareholders to indemnify defend or pay such claims. In the event the Shareholders shall notify Purchaser in writing promptly of the intention of the Shareholders to do so, Purchaser shall cooperate with the Shareholders and hold their counsel in the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) compromising of or the defending against any such liabilities or claims, at the expense of the Shareholders and provide the Shareholders with respect reasonable access to any Losses the books and Expenses incurred by them only records of Company to the extent that necessary for the compliance with any document request and the reasonable defense of such claim. (f) Purchaser shall be entitled to payment hereunder only if and to the extent the aggregate Buyer Losses under this Agreement exceed Thirty-Five Thousand Dollars ($35,000). (g) The amount of any Buyer Loss shall be reduced by amounts received by the Purchaser under any policy of insurance maintained by Company prior to the Closing. Amounts received from any such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (policy of insurance after the "Basket"), and then receipt of payment of any Buyer Loss from the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of promptly reimbursed to the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.

Indemnification by the Shareholders. Each (a) The Shareholders hereby agree, jointly and severally, to indemnify and hold Buyer, and its successors (collectively "Buyer" for purposes of this Section IX only) harmless at all times from and after the Closing, against and in respect of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates following: (collectively, the "Acquisition Indemnified Parties"i) harmless from and against any and all claimsAll losses, liabilities, losses costs and damages, including without limitation, interest, penalties and fines, resulting from any (a) breach of a representation or warranty of the Shareholders set forth herein or (b) non-fulfillment of any agreement or covenant, on the part of the Shareholders set forth herein. (ii) All expenses, including reasonable attorney's fees (collectivelyattorney fees, "Losses and Expenses")arising from or incurred in connection with suits, actually incurred by proceedings, decrees or judgments incident to any of the Acquisition Indemnified Parties in connection with or arising from: (a) any breach by the Company of any of the Company's covenants or agreements foregoing. All losses, liabilities, costs, damages and expenses for which indemnification is provided in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document paragraph 9.1 are collectively referred to which the Company is a party that is furnished in connection with this Agreement;as "Buyer Losses". 23 (b) any breach The period during which Buyer must give notice in writing to the Shareholders of claims for indemnification hereunder shall expire on June 30, 1998 except that such period shall be extended to the applicable statute of limitations plus thirty (30) days with respect to claims (i) for unpaid taxes and failure to file required tax reports, including related interest, penalties and fines ("Tax Claims"), (ii) for breaches of Section VIII, and (iii) for breaches of any warranty covenant or obligation which first arises after the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; orClosing. (c) except with respect Interest at the prime rate as quoted in The Wall Street Journal shall accrue on all amounts to any claim or Action disclosed in be indemnified from the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect date of the Closing to the Company arising date of payment by the Shareholders, or if payment of an Buyer Loss is made after the Closing by Buyer, from facts occurring prior the date of such payment by Buyer to the Effective Timedate of indemnification by the Shareholders. (d) The total liability of the Shareholders under this Section IX shall not exceed the consideration received or to be received by the Shareholders pursuant to Section II. (e) In the event that any third party asserts an action or claim as to which Buyer is entitled to indemnification hereunder, includingBuyer shall notify the Shareholders in writing of any such asserted liability with reasonable promptness, without limitationand the Shareholders shall have a right to compromise or defend any such matter involving such asserted liability, through counsel of its own choosing who shall be subject to the designapproval of the Buyer, manufacturewhich approval will not be unreasonably withheld, sale and distribution at the expense of productthe Shareholders; provided, however, that the Shareholders shall be required indemnify Buyer against any costs and damages resulting from the failure of the Shareholders to indemnify defend or pay such claims. In the event the Shareholders shall notify Buyer in writing promptly of the intention of the Shareholders to do so, Buyer shall cooperate with the Shareholders and hold their counsel in the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) compromising of or the defending against any such liabilities or claims, at the expense of the Shareholders and provide the Shareholders with respect reasonable access to any Losses the books and Expenses incurred by them only records of Company to the extent that necessary for the compliance with any document request and the reasonable defense of such claim. (f) Buyer shall be entitled to payment hereunder only if and to the extent the aggregate Buyer Losses under this Agreement exceed Thirty Five Thousand Dollars ($35,000). (g) The amount of any Loss shall be reduced by amounts received by the Buyer under any policy of insurance maintained by Company prior to the Closing. Amounts received from any such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (policy of insurance after the "Basket"), and then receipt of payment of any Loss from the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of promptly reimbursed to the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.

Indemnification by the Shareholders. (a) Each of the Shareholders, -------------------------------------- severally and not jointly, Shareholder hereby agrees to indemnify, defend and hold harmless the Company, the Buyer, Holdings and each of the Acquisition Companies and their respective Representativesofficers, shareholders and directors, employees, Affiliates or subsidiaries (collectively, the "Acquisition Indemnified PartiesBuyer Group") harmless from and against such Shareholder's Proportionate Share (as hereinafter defined) of any and all claimslosses, liabilities, losses damages, claims, demands, costs, obligations, deficiencies and expenses (including, without limitation, interest, penalties, court costs, reasonable expert witness fees and expenses, including reasonable attorney's consultants' fees and expenses and reasonable attorneys' fees and expenses) (collectively, "Losses Losses") actually and Expenses"), actually reasonably incurred by any member of the Acquisition Indemnified Parties Buyer Group arising from or in connection with with: (i) the Shareholders ownership of the Shares, (ii) the conduct of the business of the Company prior to the Closing Date, whether or arising from: not such Losses occur prior to or subsequent to the Closing Date, (aiii) any breach by the Shareholders or the Company of any of their representations and warranties, (iv) any breach by the Shareholders of any of their covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (v) any breach by the Company prior to Closing of any of its covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (vi) any intentional misrepresentation made by any of the Shareholders in connection with the transactions contemplated by this Agreement; (vii) any violation by the Company or the Shareholders of any Environmental Laws occurring prior to the Closing; (viii) any and all liabilities of the Company or the Shareholders for Taxes arising out of the ownership of the Shares or the operation of the Company prior to the Closing Date; (ix) any violation by the Company of ERISA or other Laws regarding employee benefit matters occurring prior to the Closing; and (x) any action taken by the Company or the Shareholders resulting in the termination of the Company's covenants or agreements in this Agreement or in any certificate delivered by status as a validly electing Subchapter S corporation up to and including the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement;Closing Date. (b) Notwithstanding the provisions of Section 9.1(a), no Shareholder shall have any breach of liability to any warranty or the inaccuracy of any representation member of the Company contained Buyer Group pursuant to the terms of this Section 9.1 until the amount for which all Shareholders would otherwise be liable but for the provisions of this Section 9.1, exceeds $200,000 in this Agreement or any certificate delivered by the Company pursuant hereto; oraggregate, at which point each Shareholder shall be liable for such Shareholder's Proportionate Share of all claims in respect of such Losses, up to a maximum of such Shareholder's Proportionate Share of that portion of the Purchase Price actually paid over to the Shareholders under Section 1.2. (c) except with respect to As used in this Section 9.1, the "Proportionate Share" of any claim or Action disclosed in Shareholder shall mean the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to percentage obtained by dividing the Company arising from facts occurring number of Shares owned by such Shareholder immediately prior to the Effective Time, including, without limitation, Closing by the design, manufacture, sale and distribution number of product; provided, however, that the Shares owned by all Shareholders shall be required to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only immediately prior to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket")Closing, and then the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned as set forth on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposesSchedule 1.2(a) attached hereto.

Indemnification by the Shareholders. Each Subject to the terms and conditions of this Section, each of the ShareholdersOwners hereby, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each harmless LKQ and its affiliates from, against, for, and in respect of the Acquisition Companies any and their respective Representativesall expenses, shareholders losses, costs, deficiencies, liabilities and Affiliates damages (including related counsel fees and expenses) (collectively, the "Acquisition Indemnified Parties"“Damages”) harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred or suffered by any of the Acquisition Indemnified Parties in connection with them by reason of, resulting from, based upon or arising from: out of (ai) any breach by the Company inaccuracy, untruth, or incompleteness of any representation or warranty of the Company's covenants Owners contained in or agreements in made pursuant to this Agreement or in any certificate delivered certificate, schedule or exhibit furnished by the Company pursuant hereto or in any other document to which the Company is a party that is furnished Owners in connection with this Agreement; herewith, (bii) any breach or partial breach of any warranty covenant or agreement made by the Owners in this Agreement, or (iii) any claim relating to any Environmental Law and based upon the actions or inactions of the Company or the Owners prior to the Closing Date, including matters disclosed in the Disclosure Schedule. The right of LKQ to be indemnified from and after the Closing Date shall be subject to each of the following principles or qualifications: 9.1.1 LKQ shall be entitled to recover Damages arising out of the inaccuracy or untruth of any representation or warranty of the Company contained Owners only if the aggregate amount of all such Damages exceeds $250,000, but shall then be entitled to recover all such Damages, including such $250,000 amount, provided that LKQ shall not be entitled to recover Damages exceeding, in the aggregate, the Purchase Price; and provided further that such maximum aggregate limitation on recoverable Damages shall not apply to any claim based upon a breach of the representations and warranties made in Article 4 resulting from fraud. 9.1.2 Except as otherwise provided in Section 9.1.3, each of the representations and warranties made by the Owners in this Agreement or any certificate delivered by pursuant hereto shall survive until the Company second anniversary of the Closing Date. No claim for the recovery of Damages based upon the inaccuracy or untruth of such representations and warranties may be asserted after such representations and warranties shall be thus extinguished pursuant hereto; or (c) except with respect to any claim this Section 9.1.2 or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of productSection 9.1.3; provided, however, that claims first asserted in writing within the Shareholders applicable period (whether or not the amount of any such claim has become ascertainable within such period) shall not thereafter be barred. 9.1.3 Notwithstanding the foregoing provisions of Section 9.1.2: (i) the representations and warranties in Sections 4.1, 4.2, 4.27 and 4.28 shall survive forever; (ii) the representations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the date on which the applicable tax year (or portion thereof) has been closed; and (iii) the representations and warranties made in Sections 4.19 and 4.20 shall survive until the sixtieth day following the expiration of the applicable statute of limitations. 9.1.4 Such indemnification obligation of the Owners shall be required secured by the right, but not the obligation, of LKQ to indemnify and hold set-off against amounts payable to the Acquisition Indemnified Parties harmless Owners under Sections 11.1(a)-(c) with respect the Notes, provided that notice of a potential claim for Damages is delivered by LKQ to the Owners prior to the second anniversary of the Closing. Upon notice to the Owners specifying in reasonable detail the basis for such set-off, LKQ may set-off any Losses and Expenses incurred amount to which it may be entitled under this Section 9.1 against all amounts payable to the Owners under the Notes. The exercise of such right of set-off by them only LKQ will not constitute an event of default under this Agreement or the Notes. Except to the extent that it is exercised, such right of set-off shall not limit or otherwise affect the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket"), and then the Shareholders shall only be liable for all Losses and Expenses in excess obligation of the BasketOwners to satisfy any indemnification obligation under this Section 9.1 directly. Notwithstanding Neither the foregoing, exercise of nor the maximum liability failure to exercise such right of the Shareholders shall not exceed, set-off will constitute an election of remedies or limit LKQ in any manner in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall enforcement of any other remedies that may be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim available to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposesit.

Indemnification by the Shareholders. Each Subject to the terms and conditions of this Section, the Shareholders, -------------------------------------- Shareholders hereby jointly and severally and not jointly, agrees agree to indemnify, defend and hold each harmless LKQ and its affiliates from, against, for, and in respect of the Acquisition Companies any and their respective Representativesall expenses, shareholders losses, costs, deficiencies, liabilities and Affiliates damages (including related reasonable counsel fees and expenses) (collectively, the "Acquisition Indemnified Parties"“Damages”) harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred or suffered by any of the Acquisition Indemnified Parties in connection with them by reason of, resulting from, based upon or arising from: out of (ai) any misrepresentation or breach by the Company of any representation or warranty of the Company's covenants Shareholders contained in or agreements in made pursuant to this Agreement or in any certificate delivered certificate, schedule or exhibit furnished by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; Shareholders attached hereto, (bii) any breach or partial breach of any warranty covenant or agreement made by the inaccuracy of Shareholders in this Agreement, or (iii) any representation claim relating to any Environmental Law and based upon the actions of the Company contained or the Shareholders prior to the Closing Date, including matters disclosed in the Disclosure Schedule. 9.1.1 LKQ shall be entitled to recover Damages only if the aggregate amount of all such Damages exceeds $40,000, and then shall then be entitled to recover only such Damages exceeding $20,000, provided that LKQ shall not be entitled to recover Damages exceeding $8,190,000; and provided further that such maximum aggregate limitation on recoverable Damages shall not apply to any claim based upon (i) a breach of the representations and warranties made in Article 4 resulting from fraud by the Shareholders at the Closing Date and not disclosed, or (ii) a breach of the obligation of the Shareholders that the Company’s cash at Closing (when added to the cash at Closing of Bodymaster Auto Parts Supply, Inc.) shall equal $1,000,000. 9.1.2 Except as otherwise provided in Section 9.1.3, each of the representations and warranties made by the Shareholders in this Agreement or any certificate delivered by pursuant hereto shall survive until the Company second anniversary of the Closing Date. No claim for the recovery of Damages based upon the inaccuracy or untruth of such representations and warranties may be asserted after such representations and warranties shall be thus extinguished pursuant hereto; or (c) except with respect to any claim this Section 9.1.2 or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of productSection 9.1.3; provided, however, that claims first asserted in writing within the applicable period (whether or not the amount of any such claim has become ascertainable within such period) shall not thereafter be barred provided LKQ files a lawsuit concerning such claim within ninety (90) days after the end of the applicable period. 9.1.3 Notwithstanding the foregoing provisions of Section 9.1.2, (i) the representations and warranties in Sections 4.1, 4.2, 4.27 and 4.28 shall survive forever, subject to applicable statutes of limitation, (ii) the representations and warranties made in Section 4.6 shall in each case survive until the first anniversary of the later of (A) the date on which the applicable period of limitation on assessment or refund of tax has expired, or (B) the date on which the applicable tax year (or portion thereof) has been closed, and (iii) the representations and warranties made in Sections 4.19 and 4.20 shall survive until the sixtieth day following the expiration of the applicable statute of limitations. 9.1.4 Such indemnification obligation of the Shareholders shall be required secured by (a) the Escrow Amount (provided that notice of a claim for Damages is delivered by LKQ to indemnify ▇▇▇▇▇▇▇ ▇▇ and hold ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ during the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only to first year after the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket"Closing), and then (b) amounts payable to ▇▇▇▇▇▇▇ Avenue, L.L.C. under the Lease on or prior to January 31, 2007, provided such indemnification amount has been agreed to by the Shareholders shall only or has been determined by a non-appealable order of a court of competent jurisdiction. Nothwithstanding anything to the contrary contained herein, all or any portion of Escrow Fund I may be liable for all Losses and Expenses in excess paid to LKQ to satisfy indemnification obligations of ▇▇▇▇▇▇▇ ▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under the Basket. Notwithstanding the foregoing, the maximum liability of the BAP Agreement. 9.1.5 The Shareholders shall not exceed, in the aggregate, $15 million plus interest have no obligation to indemnify LKQ for any breach of a representation or warranty which was actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations known to LKQ as of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposesClosing.

Indemnification by the Shareholders. Each 9.2.1 The Shareholders, jointly and severally, hereby agree, except in the case of any breach of, or inaccuracy in, any representation or warranty by a Shareholder as set forth in Article 4, in which case each Shareholder hereby severally agrees, to defend, indemnify and hold harmless Buyer and the SP Companies from, against and in respect to any Loss suffered or incurred by Buyer or the SP Companies by reason of (i) a breach of, or inaccuracy in, any representation or warranty by the Shareholders or the SP Companies contained in this Agreement, (ii) the nonfulfillment of any covenant or agreement by the Shareholders or the SP Companies contained in this Agreement, (iii) all Proceedings incident to any of the foregoing. Any claim for indemnification pursuant to this Section 9.2.1 must be initiated during the Claims Period. 9.2.2 The Shareholders, -------------------------------------- severally jointly and not jointlyseverally, agrees hereby agree, to indemnifydefend, defend indemnify and hold each of harmless Buyer and the Acquisition SP Companies from, against and their respective Representatives, shareholders and Affiliates in respect to (collectively, the "Acquisition Indemnified Parties"i) harmless from and against any and all claimsLitigation Liabilities, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred by any of the Acquisition Indemnified Parties in connection with or arising from: (aii) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; and all Preexisting Liabilities, and (biii) any breach of any warranty or the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of product; provided, however, that all Environmental Liabilities. The amount for which the Shareholders shall be required liable for Environmental Liabilities shall not be subject to indemnify the Shareholders Minimum Amount and hold shall not exceed $2,500,000. The Shareholders shall be liable on a dollar for dollar basis for the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) first $1,750,000 of Environmental Liabilities and shall be liable for one half of each dollar of Environmental Liabilities in excess of $1,750,000 up to a maximum aggregate liability of $2.5 million. Any claim for indemnification with respect to Preexisting Liabilities must be initiated during the Claims Period. The Claims Period shall not apply to any Losses claim for indemnification with respect to Litigation Liabilities and Expenses incurred by them only such a claim may be initiated at any time. Any claim for indemnification with respect to Environmental Liabilities must be initiated on or before the extent that third anniversary of the aggregate Closing Date. Promptly after the third anniversary of the Closing Date, Buyer and the Shareholders shall meet and endeavor to agree on the amount of such Losses and Expenses required to resolve any outstanding claims for which they are entitled to indemnification exceeds $250,000 for Environmental Liabilities (the "BasketEnvironmental Accrual"), and then the Shareholders shall only be liable for all Losses and Expenses balance of the Environmental Liabilities Fund (as defined in the Escrow Agreement) in excess of the Basket. Notwithstanding the foregoingany such agreed Environmental Accrual, the maximum liability of if any, shall be paid to the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (Agent. If Buyer and the "Cap"). The Escrow Shareholders cannot so agree, the parties shall submit their dispute to arbitration pursuant hereto, and following a determination by arbitration of the Environmental Accrual, the balance of the Environmental Liabilities Fund in excess of any such arbitrated Environmental Accrual, if any, shall be the sole and exclusive remedy for the indemnity obligations of paid to the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.

Indemnification by the Shareholders. Each (i) the breach of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates (collectively, the "Acquisition Indemnified Parties") harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred by any of the Acquisition Indemnified Parties in connection with representation or arising from: (a) any breach warranty made by the Company or such Shareholder in the Acquisition Documents; (ii) the breach of any of the Company's covenants covenant or agreements in this Agreement or in any certificate delivered agreement made by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement; (b) any breach of any warranty or the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; or (c) except with respect to any claim or Action disclosed such Shareholder in the Financial Statements Acquisition Documents to be performed on or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time; or (iii) the breach of any covenant or agreement made by the Company or such Shareholder in the Acquisition Documents to be performed after the Effective Time. (b) Notwithstanding anything to the contrary contained in this Agreement, includingexcept with respect to claims based on fraud, without limitationintentional misrepresentation or with respect to the title of the Company Common Stock: (i) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 8.02(a)(i) and (ii) which may be recovered from any Shareholder shall be limited to the Escrow Shares and shall not exceed such Shareholder's pro rata share of the Escrow Shares; (ii) no indemnification payment by the Shareholders with respect to any indemnifiable Loss otherwise payable under Section 8.02(a) and arising out of or resulting from the causes enumerated in Section 8.02(a)(i) and (ii) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $300,000, the design, manufacture, sale and distribution of product; provided, however, that after which time the Shareholders shall be required to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket"), and then the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoingindemnifiable Losses, the maximum liability of the Shareholders shall not exceedexceeding, in the aggregate, $15 million plus interest actually earned 300,000; (iii) The amount of any Loss hereunder shall be reduced by (A) any payment received by a Parent Indemnified Party or the Surviving Corporation under any insurance policy, and (B) the amount, if any, by which such Loss reduces the income tax liability of a Parent Indemnified Party or the Surviving Corporation; (iv) Any Loss resulting from the adjustment of the income tax liability of the Company in any taxable year shall be reduced by the present value (computed at the prime rate announced by Bank of America, in effect on the Escrow Fund while held by date of any such Loss from the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations adjustment of the Shareholders. Any income tax liability was incurred) of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of any corresponding reduction in income tax liability in future taxable years resulting from such claim adjustments to the Escrow Agent pursuant extent reasonably quantifiable and reasonably certain to be experienced by Parent; and (v) In no event shall the Escrow Agreement. Any indemnity payment Shareholders be liable for consequential damages under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposesAgreement.