SPECIFIC DISCLOSURE MATTERS Clause Samples

SPECIFIC DISCLOSURE MATTERS. In addition to the indemnification contained in Section 5.1(a) above, the Selling Shareholders shall jointly and severally indemnify Pioneer, DDS and Merger Subsidiary against and hold them harmless from any and all loss, damage, liability or deficiency resulting from or arising out of the following matters regardless of the disclosure with respect thereto in the Disclosure Schedules ("Disclosed Claims"): (i) Any failure to qualify and related filing or Tax matters with respect to disclosures in DISCLOSURE SCHEDULE 4.2.11 or DISCLOSURE SCHEDULE 4.2.15(c). (ii) The tax audits disclosed in DISCLOSURE SCHEDULE 4.2.10(c). Indemnification pursuant to the foregoing provisions shall survive until each and all of the Disclosed Claims have been fully and finally resolved.