Common use of General Indemnification Obligations Clause in Contracts

General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members shall, severally and not jointly, indemnify and hold harmless CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, (ii) any breach of the covenants or agreements of Skyline or the Skyline Members or any of their Affiliates contained in this Agreement, (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax Liabilities. (b) Subject to the limitations set forth in this ARTICLE VII, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the Members’ Representative, the Skyline Members, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members and their heirs and personal representatives (the “Skyline Indemnitees”) from and against any and all Losses actually incurred by any of Skyline Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub contained in this Agreement.

General Indemnification Obligations. (a) Subject to the termsSeller shall indemnify Buyer and its directors, conditions officers and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members shall, severally and not jointly, indemnify other Affiliates (including Parent) and hold Buyer and such other parties harmless CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all lossesDamages arising out of or resulting from (A) any breach of any representation, liabilitieswarranty, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred covenant or agreement made by the Seller Parties in this Agreement or in any document or certificate required to be furnished to Buyer by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline Seller Parties pursuant to this AgreementAgreement (including the Transaction Documents); (B) subject to Section 7.3.2, any Excluded Assets or Retained Liabilities; and (iiC) subject to Section 7.3.2, the ownership, operation or use of any breach of the covenants businesses or agreements assets of Skyline the Seller Parties or the Skyline Members or any of their Affiliates contained in this Agreement, (iii) any amount that is not forgiven under other than the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC Business and the Surviving Company prior to the date that is 180 days following Acquired Assets) whether before, on or after the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax LiabilitiesDate. (b) Subject to the limitations set forth in this ARTICLE VII, from Buyer and after the Closing, each of CHC and the Surviving Company, jointly and severally, Parent shall indemnify and hold harmless the Members’ Representative, the Skyline MembersSeller, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners officers and stockholders of the Skyline Members other Affiliates (including Citizens) and their heirs hold Seller and personal representatives (the “Skyline Indemnitees”) such other parties harmless from and against any and all Losses actually incurred by any Damages arising out of Skyline Indemnitees following the Closing Date based upon or arising resulting from (iA) any breach of any representation, warranty, covenant or inaccuracy agreement made by Parent or Buyer in the representations and warranties of CHC or Merger Sub contained in ARTICLE III this Agreement or in a any document or certificate delivered required to be furnished to Seller by Parent or Buyer pursuant to this Agreement, and Agreement (iiincluding the Transaction Documents); (B) any breach Assumed Liabilities after the Closing Date, including the Assumed Indebtedness; (C) the ownership, operation or use of the covenants Business or agreements of CHC, the Surviving Company or Merger Sub contained in this Agreement.57

General Indemnification Obligations. (a) Subject Upon execution and delivery of a Seller Joinder Agreement and subject to the terms, conditions and limitations set forth contained in this ARTICLE VII Article VIII, from Sellers, on a Joint and after the ClosingSeveral Basis, the Skyline Members shallshall indemnify, severally and not jointly, indemnify defend and hold harmless CHCBuyer, the Surviving Company its Affiliates and each of their respective successors and permitted assignsstockholders, and the members, partners, officers, employeesmanagers, directors, managers, members, Affiliates, partners employees and stockholders of CHC agents (collectively, the each a “CHC IndemniteesBuyer Indemnified Party”) from and against any and all losses, liabilities, claimsLiabilities, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (each, a “Loss” and, collectively, “Losses”) actually incurred or suffered by any of the CHC Indemnitees following the Closing Date such Persons based upon upon, arising out of, or arising from otherwise related to: (i) any breach of or inaccuracy any Companies Fundamental Representation in the representations and warranties of Skyline contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, ; (ii) any breach of the covenants any covenant or agreements agreement of Skyline HoldCo or the Skyline Members Companies (in each case prior to the Closing), Sellers or any of their Affiliates Sellers’ Representative contained in this Agreement, any Ancillary Agreement or any certificate or other document delivered pursuant to this Agreement; (iii) any amount that is (A) Transaction Expenses not forgiven under paid on or before the PPP LoanClosing, provided that CHC has complied and (B) any Indebtedness of the Company Group Members as of the Closing, in all material respects with Section 8.4each case, to the extent not included in the calculation of the Merger Consideration; (iv) any Taxes for which Sellers are responsible pursuant to Article VI, as well as any and all Taxes of an “affiliated group” (as defined in Section 1504 of the net amount Code) (or affiliated, consolidated, unitary, combined or similar group under applicable Law) of which the Company Group Members (or any accounts receivable that are not collected by CHC and the Surviving Company predecessor thereof) is or was a member on or prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as Effective Time, including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof of the Closing Date under the ABF Loan and any analogous or similar state, local or foreign Law); (v) if all of the conditions in Section 8.2(h) are satisfied and subject to the other conditions and limitations contained in this Article VIII (including all of the limitations contained in Section 8.2(h)), any Retained Tax Liabilitiesbreach of any representation or warranty of the Companies in Article III of this Agreement (other than any Companies Fundamental Representation); and (vi) any matter specifically excluded from coverage from the RWI Policy to the extent set forth on Schedule 8.1(a)(vi) and any other matter set forth on Schedule 8.1(a)(vi), in accordance with and subject to the limitations set forth on Schedule 8.1(a)(vi). For the avoidance of doubt, Sellers shall have no obligation to indemnify, defend and hold harmless Buyer or any Buyer Indemnified Party from and against any and all Losses incurred or suffered by any of such Persons based upon, arising out of, or otherwise related to any of the representations and warranties in Article III, other than, (i) pursuant to Section 8.1(a)(i), the Companies Fundamental Representations, (ii) pursuant to Section 8.1(a)(v), or (iii) Fraud or intentional misrepresentation by any of the Companies in connection with the making of the representations and warranties in Article III. (b) Subject to the conditions and limitations set forth contained in this ARTICLE VIIArticle VIII, from and after the ClosingBuyer shall indemnify, each of CHC and the Surviving Company, jointly and severally, shall indemnify defend and hold harmless the Members’ RepresentativeSellers, the Skyline Members, their Affiliates and their respective successors and permitted assignsstockholders, and the members, partners, officers, employees, directors, managers, members, partners directors, employees and stockholders of the Skyline Members and their heirs and personal representatives agents (the each a “Skyline IndemniteesSeller Indemnified Party”) from and against any and all Losses actually incurred or suffered by any of Skyline Indemnitees following the Closing Date such Persons based upon upon, arising out of, or arising from otherwise related to: (i) any breach of any representation or inaccuracy in the representations and warranties warranty of CHC or Merger Sub Buyer contained in ARTICLE III or in a certificate delivered pursuant to Article IV of this Agreement, and ; (ii) any breach of any covenant or agreement of Buyer (including the covenants or agreements of CHCSurviving Corporation) and, following Closing, the Surviving Company or Merger Sub Companies, contained in this Agreement, any Ancillary Agreement or any certificate or other document delivered pursuant to this Agreement; or (iii) any Taxes for which Buyer is responsible pursuant to Article VI.

General Indemnification Obligations. (ai) Subject Rxxxxxx hereby agrees to the termsindemnify, conditions and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members shall, severally and not jointly, indemnify defend and hold harmless CHC, the Surviving Company SGC and their respective successors and permitted assigns, and the its officers, employees, directors, managers, members, Affiliates, partners directors and stockholders of CHC (collectively, the “CHC Indemnitees”) other affiliates harmless from and against and to reimburse such Persons with respect to any one or more of the following: (A) any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees Damages (including reasonable investigation fees), expenses (including reasonable attorneys’ feesas defined below) and disbursements (collectively, “Losses”) actually incurred by any arising out of the CHC Indemnitees following the Closing Date based upon or arising resulting from (i) any a misrepresentation or breach of or inaccuracy in the representations and warranties warranty of Skyline Rxxxxxx contained in ARTICLE II of this Agreement or in a any exhibit or schedule hereto, or in any other statement, certificate delivered or document furnished or to be furnished to SGC pursuant hereto or in connection with the transactions contemplated hereby; (B) any and all Damages arising out of or resulting from any breach of any covenant or obligation of Rxxxxxx contained in this Agreement, whether requiring performance before or after the Closing Date; (C) any and all Damages arising out of or resulting from any claim based on or arising out of, in whole or in part, this Agreement, the transactions contemplated hereby or the performance by any party of its obligations hereunder made by or on behalf of Skyline pursuant any party (other than SGC) with whom Rxxxxxx heretofore has had, or hereafter may have, discussions or communications regarding the sale or other dispositions of all or substantially all of the IP; (D) any and all Damages arising out of or resulting from any liabilities of Rxxxxxx of any nature, whether due or to this Agreementbecome due, whether accrued, absolute, contingent or otherwise, whether arising prior to or after the Closing Date, relating to the ownership or operation of the IP on or prior to the Closing Date; and (ii) SGC hereby agrees to indemnify, defend and hold Rxxxxxx harmless from and against and to reimburse Rxxxxxx and his affiliates with respect to any one or more of the following: (A) any and all Damages arising out of or resulting from a misrepresentation or breach of warranty of SGC contained in this Agreement or in any statement, certificate or document furnished or to be furnished by SGC to Rxxxxxx pursuant hereto or in connection with the transactions contemplated hereby; (B) any and all Damages arising out of or resulting from any breach of the covenants any covenant or agreements obligation of Skyline or the Skyline Members or any of their Affiliates SGC contained in this Agreement, (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following whether requiring performance before or after the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax Liabilities.Date; and (bC) Subject to the limitations set forth in this ARTICLE VII, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the Members’ Representative, the Skyline Members, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members and their heirs and personal representatives (the “Skyline Indemnitees”) from and against any and all Losses actually incurred by Damages arising out of or resulting from any liabilities of Skyline Indemnitees following SGC of any nature, relating to the ownership or operation of SGC arising after the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub contained in this AgreementDate.

General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII X, from and after the Closing, Misara and the Skyline Members Shareholders, other than IBI Trust Management which holds shares as the 102 trustee (“102 Trustee”) for former employees who exercised options of the Company (collectively, the “Indemnifying Parties”) shall, severally and not jointly, indemnify and hold harmless the CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders shareholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline SKS contained in ARTICLE II and ARTICLE III of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, (ii) any breach of the covenants or agreements of Skyline the SKS or the Skyline Members Shareholders or any of their Affiliates contained in this Agreement, (iii) Non-Consenting Shareholders Payments, and (iv) any amount that is not forgiven under the PPP LoanOverstated Working Capital, provided that with respect to any breach of or inaccuracy in the representations and warranties of contained in ARTICLE III, only the specific Person provided such representations and warranties shall indemnify and hold harmless the CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax LiabilitiesIndemnitees. (b) Subject to the limitations set forth in this ARTICLE VIIX, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the MembersShareholders’ Representative, the Skyline MembersIndemnifying Parties, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders shareholders of the Skyline Members Indemnifying Parties and their heirs and personal representatives (the “Skyline SKS Indemnitees”) from and against any and all Losses actually incurred by any of Skyline SKS Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, Agreement and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub CHC contained in this Agreement.

General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII X, from and after the Closing, the Skyline Members SNL Shareholders, Option Holders, CLA Holders and the Strategic Advisors (collectively, the “SNL Indemnifying Parties”) shall, severally and not jointly, indemnify and hold harmless CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline (a) SNL or (b) SNL Shareholders contained in ARTICLE II and ARTICLE III of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, or (c) Option Holder contained in the Option Termination Agreements or (d) CLA Holder contained in the CLA Termination Agreements or (e) Consultant contained in the Pay-Off Agreements (ii) any breach of the covenants or agreements of Skyline (a) SNL or (b) the Skyline Members SNL Shareholders or any of their Affiliates contained in this Agreement, or (c) the Option Holders contained in the Option Termination Agreements or (d) the CLA Holders contained in the CLA Termination Agreements (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (ivNon-Consenting Shareholders Payments,(iv) the net amount of any accounts receivable that are not collected by CHC and Strategic Advisors contained in the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan Pay-Off Agreements; and (v) any Retained Tax LiabilitiesOverstated Working Capital. (b) Subject to the limitations set forth in this ARTICLE VIIX, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the MembersShareholders’ Representative, the Skyline MembersSNL Indemnifying Parties, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders shareholders of the Skyline Members SNL Indemnifying Parties and their heirs and personal representatives (the “Skyline SNL Indemnitees”) from and against any and all Losses actually incurred by any of Skyline SNL Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III IV or in a certificate delivered pursuant to this Agreement, Agreement and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub CHC contained in this Agreement.

General Indemnification Obligations. (a) Subject to the termsother terms and conditions of this Article 7, conditions and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members each Seller shall, severally and not jointlyin accordance with such Seller’s Pro Rata Share, indemnify and defend and hold harmless CHCPurchaser, Merger Sub, the Surviving Company Entity and their respective successors Affiliates and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC agents (collectively, the “CHC IndemniteesPurchaser Indemnified Parties”) harmless from and against the following and against any and all lossesAdverse Consequences arising out of, liabilitiesresulting from, claimsrelating to, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any in the nature of the CHC Indemnitees following the Closing Date based upon or arising from caused by: (i) any Any breach of any representation or warranty made by the Companies in this Agreement. (ii) Any breach of any covenant made by the Companies in this Agreement; (iii) Any Indemnified Taxes; (iv) any Action commenced by any Seller or any other alleged member or equityholder of Xxxxxxx relating to this Agreement and the Transactions; (v) Any inaccuracy in the representations and warranties Disbursement Schedule; (vi) Any amounts payable pursuant to adjustments contemplated by Section 1.3(b) or Section 5.4; and (vii) any Companies’ Indebtedness or Transaction Expenses unpaid as at the Closing, in each case that are not taken into account in the calculation of Skyline contained the Purchase Price. For the avoidance of doubt, no items included in ARTICLE II Section 7.1(a)(i)-(vii) shall be double counted for purposes of calculating the amount of Adverse Consequences or Sellers’ indemnity obligations under this Agreement or in a certificate delivered by or on behalf Agreement. In addition, none of Skyline the Purchaser Indemnified Parties shall be entitled to recover for Adverse Consequences pursuant to this Agreement, (ii) any breach of Article 7 to the covenants or agreements of Skyline or extent that the Skyline Members or any of their Affiliates contained in this Agreement, (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior Adverse Consequences was taken into account pursuant to the date that is 180 days following adjustments contemplated by Section 1.3(b) or Section 5.4, or otherwise taken into account in the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as calculation of the Closing Date under the ABF Loan and (v) any Retained Tax LiabilitiesPurchase Price. (b) Subject to the limitations set forth in other terms and conditions of this ARTICLE VIIArticle 7, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, Purchaser shall indemnify and hold harmless the Members’ Representativedefend Sellers and their Affiliates and agents (collectively, the Skyline Members, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members and their heirs and personal representatives (the “Skyline IndemniteesSeller Indemnified Parties”) harmless from and against the following and against any and all Losses actually incurred by any Adverse Consequences arising out of, resulting from, relating to, in the nature of Skyline Indemnitees following the Closing Date based upon or arising from caused by: (i) any Any breach of any representation or inaccuracy in the representations and warranties of CHC warranty made by Purchaser or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, and ; and (ii) any Any breach of the covenants or agreements of CHC, the Surviving Company any covenant made by Purchaser or Merger Sub contained in this Agreement.

General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII , from and after the Closing, the Skyline Members VNC Stockholders shall, severally and not jointly, indemnify and hold harmless the CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline VNC contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline pursuant to this Agreement, and (ii) any breach of the covenants or agreements of Skyline the VNC or the Skyline Members VNC Stockholders or any of their Affiliates contained in this Agreement, (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax Liabilities. (b) Subject to the limitations set forth in this ARTICLE VII, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the MembersStockholders’ Representative, the Skyline MembersVNC Stockholders, and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members VNC Stockholders and their heirs and personal representatives (the “Skyline VNC Indemnitees”) from and against any and all Losses actually incurred by any of Skyline VNC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub Subs contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, Agreement and (ii) any breach of the covenants or agreements of CHC, the Surviving Company or Merger Sub Subs contained in this Agreement.

General Indemnification Obligations. (a) Subject to the terms, conditions and limitations set forth in this ARTICLE VII VII, from and after the Closing, the Skyline Members ID Member shall, severally and not jointly, indemnify and hold harmless CHC, the Surviving Company and their respective successors and permitted assigns, and the officers, employees, directors, managers, members, Affiliates, partners and stockholders of CHC (collectively, the “CHC Indemnitees”) from and against any and all losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, Taxes, costs, fees (including reasonable investigation fees), expenses (including reasonable attorneys’ fees) and disbursements (collectively, “Losses”) actually incurred by any of the CHC Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of Skyline ID contained in ARTICLE II of this Agreement or in a certificate delivered by or on behalf of Skyline ID pursuant to this Agreement, (ii) any breach of the covenants or agreements of Skyline ID or the Skyline Members or any of their Affiliates ID Member contained in this Agreement, Agreement and (iii) any amount that is not forgiven under the PPP Loan, provided that CHC has complied in all material respects with Section 8.4, (iv) the net amount of any accounts receivable that are not collected by CHC and the Surviving Company prior to the date that is 180 days following the Closing Date which accounts receivable were borrowed against in an amount which is outstanding as of the Closing Date under the ABF Loan and (v) any Retained Tax Liabilities. (b) Subject to the terms, conditions and limitations set forth in this ARTICLE VII, from and after the Closing, each of CHC and the Surviving Company, jointly and severally, shall indemnify and hold harmless the Members’ Representative, the Skyline MembersID Member, and their his respective successors and permitted assigns, and the officers, employees, directors, managers, members, partners and stockholders of the Skyline Members and their heirs and personal representatives (the “Skyline ID Indemnitees”) from and against any and all Losses actually incurred by any of Skyline ID Indemnitees following the Closing Date based upon or arising from (i) any breach of or inaccuracy in the representations and warranties of CHC or Merger Sub contained in ARTICLE III or in a certificate delivered pursuant to this Agreement, and (ii) any breach of the covenants or agreements of CHC, the Surviving Company CHC or Merger Sub contained in this Agreement.