Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”
Indemnification by Shareholders. Subject to Section 5.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from:
(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by such Shareholder of any representation, warranty or covenant on the part of such Shareholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
Indemnification by Shareholders. Subject to the terms of this Article 9, the Shareholders hereby covenant and agree to indemnify, defend, save, and hold harmless the Surviving Corporation and Ebank and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "Ebank Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Indemnified Parties which arise out of or result from:
(i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholders in this Agreement;
(ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreement;
(iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement;
(iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or
(v) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.
Indemnification by Shareholders. Subject to the other terms and conditions of this Article VIII, the Shareholders shall, jointly and severally, indemnify and defend each of Parent and its Affiliates (including the Company) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses (without duplication) incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement;
(c) any claim made by any Shareholder relating to such Person’s rights with respect to the Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet;
(d) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares;
(e) any indebtedness of the Company for borrowed money outstanding after the SPAC Merger Closing (but specifically excluding the PPP Loan); or
(f) the Tax Litigation.
Indemnification by Shareholders. (a) Subject to the other terms and conditions of this Article VIII (Indemnification), the Shareholders shall severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of (i) any inaccuracy or breach of any of the representations or warranties in Section 3.01 (Authority of Shareholders) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement.
(b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholders or the Company (other than as provided in subsection (a)(ii) above) pursuant to this Agreement; or
(iii) any Tax Losses.
Indemnification by Shareholders. Except as otherwise provided in this Section, each of the Shareholders and the Partner PA Shareholders on behalf of himself and his successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Closing to indemnify and hold harmless SHCR, its subsidiaries, affiliates and each of their respective officers, directors, employees and agents (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Company Indemnified Party (individually, a "Loss", collectively, "Losses") arising out of, based upon or in connection with:
(a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder of any of their representations, warranties or covenants under this Agreement, in any Partner PA Related Document or in any of the Related Documents.
(b) conditions, circumstances or occurrences which constitute or result in any other breach of any representation or warranty made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such representations or warranties;
(c) any breach of any other covenant or agreement made by the Company, the Partner PA, a Partner PA Shareholder or any Shareholder in this Agreement or in any schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under this Agreement, the Partner PA Related Documents or any of the Related Documents, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; and
(i) any a...
Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons.
Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless Michxxx, xxs stockholders, directors, officers and each Person, if any, who controls Michxxx xxxhin the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Michxxx xx the Shareholders in Section 10(a) of this Agreement but only with reference to information relating to the Shareholders furnished in writing to Michxxx xx the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of Michxxx xx promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to Michxxx xxxressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Shareholders. Subject to Section 9.5, the Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall, severally and not jointly, in proportion to their ownership interest percentage of Company Shares as of the Closing Date as set forth in the Payment Schedule, defend, indemnify and hold harmless Parent and Merger Sub and their direct and indirect parent corporations, subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "Parent Indemnitees") against and in respect of any and all loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "Parent Losses"), suffered or incurred by any Parent Indemnitee by reason of, or arising out of:
(a) any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Company contained in this Agreement or in any certificate, schedule, instrument or document delivered to Parent by or on behalf of the Company pursuant to the provisions of this Agreement; and
(b) any liabilities of the Company of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, (i) existing as of the date of the Balance Sheet, and required to be shown therein in accordance with applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring after the date of the Balance Sheet and before the Closing Date, except for liabilities arising or occurring in the ordinary course of business, none of which shall have (when viewed together with other matters occurring during such period) a material adverse effect on the financial condition of the Company. All indemnification claims under this Section 9.1 will be satisfied from the Escrow Fund in accordance with the Escrow Agreement, and the Company, its officers, directors and Shareholders will have no liability with respect to indemnification claims beyond the Escrow Fund or other than through the Escrow Agreement.
