By the Shareholder Parties. The Shareholder Parties shall severally indemnify, defend and hold harmless Parent, CRDE, Acquisition Co. and the Target Companies and their respective officers, directors, employees, Affiliates, agents, successors, subsidiaries and assigns (collectively the “Parent Group”) from and against any and all costs, losses (including, without limitation, diminution in value), liabilities, damages, lawsuits, deficiencies, claims and expenses, including without limitation, interest, penalties, costs of mitigation, lost profits and other losses resulting from any shutdown or curtailment of operations, attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, the “Damages”), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any covenant, representation, warranty or agreement or the inaccuracy of any representation made by any of the Shareholder Parties or the Target Companies in or pursuant to this Agreement, or in the other documents delivered in connection with the Contemplated Transactions, (ii) Actions or Proceedings set forth in the Disclosure Schedule or in the other documents delivered in connection with the Contemplated Transactions, (iii) Actions or Proceedings involving the Company whether disclosed in the Disclosure Schedule or not and (iv) the transactions contemplated by Section 2.4 or as a result of a breach of any of the covenants or understandings contained in Section 2.4; provided, however, the indemnity obligation of the Shareholder hereunder shall be capped at $500,000 except where the Damages to be indemnified hereunder arise as a result of intentional misconduct or fraud on part of the Shareholder in which event the indemnification obligation of the Shareholder will not be capped by any amount.
