Common use of Indemnification by Shareholders Clause in Contracts

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. Subject to the other terms and conditions of this Article VIII, the Shareholders shall, jointly and severally, severally agree to indemnify and defend each of Parent hold Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Parent Indemnitees”) Company harmless against, and shall hold each will reimburse Buyer (or the Company if Buyer so requests) on demand for any payment (and any expenses, including attorneys' fees and costs of them harmless from and againstinvestigation, and shall pay and reimburse each incurred in defending against such payment or any claim for such payment) made by the Company at any time after the date 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 Balance Sheet or by reason Buyer at any time after the date of closing, in respect of: (a) any inaccuracy in or breach of any of the representations or warranties Any and all liabilities of the Company contained in this Agreement of any nature, whether accrued, absolute, contingent, or in any certificate or instrument delivered by or on behalf otherwise existing at the date of the Company pursuant Financial Statements, to the extent not reflected or reserved against -------------------------------------------------------------------------------- 14 15 in the Financial Statements, or disclosed on Exhibits 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 and all liabilities of or claims against the Company arising out of (i) the conduct of the business of the Company between the date of the Financial Statements and the date of closing, otherwise than in the ordinary course of business of the Company or as disclosed in any breach Exhibit to this Agreement; (ii) any presently existing obligation, commitment, or non-fulfillment liability of the character described in clause (ii) of Section 2(e) of this agreement and not listed in one or more exhibits to this Agreement; and (iii) any covenant, agreement contract or commitment entered into or made or any obligation to be performed or liability incurred by the Company pursuant to between the date of this Agreement;Agreement and the date of closing. (c) Any and all damage or deficiency resulting from any claim made by misrepresentations, breach of warranty, or nonfulfillment of any agreement on the part of a Shareholder relating under this Agreement, or from any misrepresentation in, or omission from, any certificate or other instrument furnished or to such Person’s rights with respect be furnished to Buyer pursuant 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 LitigationAgreement.

Indemnification by Shareholders. Subject to (a) From and after the other terms and conditions of this Article VIIIClosing, the Significant Shareholders shall, jointly and severally, indemnify indemnify, defend and defend each of Parent hold harmless Buyer and its Affiliates (including Affiliates, and the Company) shareholders, members, officers, directors, partners, employees, agents, representatives, successors and their respective Representatives assigns of any of the foregoing (collectively, the “Parent Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and against all Losses (without duplication) incurred or sustained by, or imposed upon, by any of the Parent Buyer Indemnitees based upon, and arising out of, with respect to of or by reason of: relating to: (aA) any inaccuracy breach of any representation or warranty made by the Company and/or the Significant Shareholders in Article IV of this Agreement or in any Ancillary Document, (B) any breach of any covenant, agreement or obligation of any of the representations or warranties of the Company Shareholders contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this AgreementAncillary Document, 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); (bC) any breach or non-fulfillment by the Company of any covenant, agreement or obligation contained in this Agreement or in any Ancillary Document and required to be performed or complied with by the Company on or prior to the Closing, (D) the Excluded Assets (including without limitation the holding and distribution thereof and obligations pursuant to this Agreement; (c) any claim made by any Shareholder relating to such Person’s rights the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, 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 former employees of the Company whose employment was terminated in connection with the distribution of the Excluded Assets), (E) activities, operations, conditions, facts or circumstances existing or conducted prior to the Closing that cause, contribute to or give rise to (x) violations of Environmental Laws, or (y) the presence of Hazardous Materials on, at, under, about or migrating to or from, real property currently or formerly owned, leased or operated by the Company, (F) any actual or alleged personal injury or property damage arising from the exposure to any asbestos containing materials manufactured, used, distributed, supplied, or sold by the Company, any of its affiliates, or any of its predecessors in interest on or prior to the Closing, (G) the Settlement Agreement, or (H) the Asset Purchase Agreement, dated on or about November 21, 1997, between Continental Emsco Company and Oil Field Supply Co., Inc. in respect of the purchase by Oil Field Supply Company, Inc., at the time a wholly owned subsidiary of the Company, of three (3) store locations from Continental Emsco Company. With respect to any Losses arising out of or relating to (x) clauses (A) through (H), such Buyer Indemnitees shall be entitled to be reimbursed the amount of such Losses from the Escrow Account, and (y) clause (G), such Buyer Indemnitees shall be entitled to be reimbursed the amount of such Losses from the Settlement Agreement Indemnification Escrow Account. For the purposes of clauses (A) with respect to breaches of the representation and warranties set for borrowed money outstanding in Section 4.21 and (E) of this Section 9.3(a), the term “Losses” shall further include any administrative or civil penalties, natural resources damages, environmental investigation, remediation or other response costs, medical or environmental monitoring, and sampling costs. (b) From and after the SPAC Merger Closing Closing, each Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Buyer Indemnitees against all Losses incurred by any of the Buyer Indemnitees and arising out of or relating to: (but specifically excluding A) any breach of any representation or warranty made by such Shareholder in Article III of this Agreement or in any Ancillary Document, or (B) any breach of any covenant, agreement or obligation of such Shareholder contained in this Agreement or in any Ancillary Document, and, in the PPP Loancase of each of (A) and (B); or (f) , such Buyer Indemnitees shall be entitled to be reimbursed the Tax Litigationamount of such Losses from the Escrow Account.

Indemnification by Shareholders. Subject to (a) The Purchaser and 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) Company and their respective Representatives Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the “Parent Indemnitees”"Purchaser Indemnified Parties") againstshall be indemnified and held harmless, jointly and shall hold each severally by the Shareholders entitled to receive the Merger Consideration, solely out of them harmless from the portion of the Merger Consideration deposited in the Escrow Account, against and against, in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and shall pay and reimburse each any benefits inuring to the Purchaser as a result of them for, the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2): (i) of any and all Losses liabilities, obligations, losses, damages, diminutions of value, liens and deficiencies of any kind or nature (without duplication"Losses") incurred not accrued or sustained byreserved for in the Final Closing Statement which exist, or which are imposed uponon, incurred by or asserted against any one or more of the Parent Indemnitees Purchaser Indemnified Parties, (A) based upon, resulting from or arising out of, with respect or as to which there was, any breach or inaccuracy of any representation, warranty, statement, certification, agreement or covenant made by reason of:the Company or any Shareholder in this Agreement, any Related Agreement, any Disclosure Schedule hereto or thereto; (aB) based upon, resulting from or arising out of any inaccuracy in claim, litigation or breach proceeding brought by any third-party based upon, resulting from, arising out of or concerning any event, fact or circumstance, if and to the extent that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company prior to Closing; (C) arising out of the cost of any required remediation under Environmental Laws of any of the representations properties now or warranties previously owned, leased, used, occupied or contaminated by the Company, if the materials and/or conditions requiring such remediation existed as of the Closing; (D) in the nature of Taxes for periods through the Closing for which the Company contained is liable to the extent that an appropriate tax authority has asserted a claim and (i) such Taxes are not reflected on the Financial Statements and did not arise in the ordinary course of business after the date thereof, (ii) such Taxes should have been but were not reflected in any return filed by the Company prior to the Closing, (iii) such Taxes were required to be paid prior to the Closing and were not so paid, or (iv) such Taxes result from the failure by the Company prior to the Closing to comply with any legal requirements relating to information reporting or withholding and payment over of taxes with respect to payments made to third parties; (E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement or to the extent not included in any certificate or instrument delivered by or on behalf Company Expenses included in the calculation of the Company Merger Consideration; (ii) of any cost or expenses (including, without limitation, settlement costs and reasonable attorneys', accountants' and experts' fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (including, without limitation, any reasonable cost or expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Agreement, as Section 11.2). Each of the date such representation or warranty was made or as if such representation or warranty was made on and as above is for purposes of the Closing Date (except for representations and warranties that expressly relate to this Agreement a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);"Purchaser Indemnified Obligation." (b) Claims for indemnification under Section 11.2(a)(i)(B), (C) or (D), above, may be made regardless of whether or not the matter giving rise to such claim would constitute a breach of a representation and warranty made in this Agreement, any breach Related Agreement, any Disclosure Schedule hereto and thereto or non-fulfillment any other written document. No Purchaser Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any covenantclaim or demand for indemnification or at any other time. Shareholders agree that, agreement or obligation to be performed by the Company pursuant to notwithstanding any other provision of this Agreement; (c) , any claim made by any Shareholder relating to such Person’s rights Related Agreement or applicable Legal Requirements, Purchaser Indemnified Parties shall offset all valid claims for indemnification against the Escrow Account in accordance 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 terms of the Company for borrowed money outstanding after the SPAC Merger Closing (but specifically excluding the PPP Loan); or (f) the Tax LitigationEscrow Agreement.

Indemnification by Shareholders. Subject to (a) The Purchaser and 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) Company and their respective Representatives Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the “Parent Indemnitees”"Purchaser Indemnified Parties") againstshall be indemnified and held harmless, jointly and shall hold each severally by the Shareholders entitled to receive the Merger Consideration, solely out of them harmless from the portion of the Merger Consideration deposited in the Escrow Account, against and against, in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and shall pay and reimburse each any benefits inuring to the Purchaser as a result of them for, the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2): (i) of any and all Losses liabilities, obligations, losses, damages, diminutions of value, liens and deficiencies of any kind or nature (without duplication"Losses") incurred not accrued or sustained byreserved for in the Final Closing Statement which exist, or which are imposed uponon, incurred by or asserted against any one or more of the Parent Indemnitees Purchaser Indemnified Parties, (A) based upon, resulting from or arising out of, with respect or as to which there was, any breach or inaccuracy of any representation, warranty, statement, certification, agreement or covenant made by reason of:the Company or any Shareholder in this Agreement, any Related Agreement, any Disclosure Schedule hereto or thereto; (aB) based upon, resulting from or arising out of any inaccuracy in claim, litigation or breach proceeding brought by any third-party based upon, resulting from, arising out of or concerning any event, fact or circumstance, if and to the extent that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company prior to Closing; (C) arising out of the cost of any required remediation under Environmental Laws of any of the representations properties now or warranties previously owned, leased, used, occupied or contaminated by the Company, if the materials and/or conditions requiring such remediation existed as of the Closing; (D) in the nature of Taxes for periods through the Closing for which the Company contained is liable to the extent that an appropriate tax authority has asserted a claim and (i) such Taxes are not reflected on the Financial Statements and did not arise in the ordinary course of business after the date thereof, (ii) such Taxes should have been but were not reflected in any return filed by the Company prior to the Closing, (iii) such Taxes were required to be paid prior to the Closing and were not so paid, or (iv) such Taxes result from the failure by the Company prior to the Closing to comply with any legal requirements relating to information reporting or withholding and payment over of taxes with respect to payments made to third parties; (E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement or to the extent not included in any certificate or instrument delivered by or on behalf Company Expenses included in the calculation of the Company Merger Consideration; (ii) of any cost or expenses (including, without limitation, settlement costs and reasonable attorneys', accountants' and experts' fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (including, without limitation, any reasonable cost or expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Agreement, as Section 11.2). Each of the date such representation or warranty was made or as if such representation or warranty was made on and as above is for purposes of the Closing Date (except for representations and warranties that expressly relate to this Agreement a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);"Purchaser Indemnified Obligation." (b) any breach or non-fulfillment of any covenantClaims for indemnification under Section 11.2(a)(i)(b), agreement or obligation to be performed by the Company pursuant to this Agreement; (c) or (d), above, may be made regardless of whether or not the matter giving rise to such claim would constitute a breach of a representation and warranty made in this Agreement, any Related Agreement, any Disclosure Schedule hereto and thereto or any other written document. No Purchaser Indemnified Party shall be required to make any claim made by or demand against any Shareholder relating to such Person’s rights with respect other person or entity prior to the Merger Considerationmaking of any claim or demand for indemnification or at any other time. Shareholders agree that, notwithstanding any other provision of this Agreement, any Related Agreement or applicable Legal Requirements, Purchaser Indemnified Parties shall offset all valid claims for indemnification against the calculations and determinations set forth on Escrow Account in accordance with 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 terms of the Company for borrowed money outstanding after the SPAC Merger Closing (but specifically excluding the PPP Loan); or (f) the Tax LitigationEscrow Agreement.

Indemnification by Shareholders. Subject to the other terms and conditions of this Article VIIIXI, the Shareholders shall, jointly and severallyseverally agree to indemnify, indemnify defend and defend each of Parent hold harmless APPM and its Affiliates directors, officers, shareholders, employees, agents, attorneys, consultants, Affiliates, successors, permitted assigns, legal representatives, and heirs from and against all direct and indirect losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (including the Companyincluding, without limitation, all reasonable costs of experts and all reasonable costs incidental to or in connection with any appellate process) and their respective Representatives (collectively, the “Parent Indemnitees”"Damages") 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) asserted against or incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, by such individuals and/or entities arising out of, in connection with respect to or by reason ofresulting from: (a) a breach by any inaccuracy in Shareholder(s) or breach Company of any representation or warranty or covenant of the representations Shareholder(s) or warranties of the Company contained in this Agreement or in any schedule, exhibit, certificate or other document or instrument delivered by or on behalf of the Company pursuant to or as a part of 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 claim, lien, demand, cause of action, obligation, liability or damages against Company, any Subsidiary or any Shareholder for, arising out of, in connection with or resulting from, any act, event, fact, circumstance, failure to act, omission, misstatement or any other matter occurring or alleged to have occurred prior to the Effective Date regardless of when any such claim is made (subject to the limitation in Section 11.9) (it being the express intent of the parties that such indemnification shall apply to any and all events or non-fulfillment of any covenant, agreement events occurring or obligation alleged to be performed by have occurred prior to the Company pursuant to this AgreementEffective Date); (c) any claim made violation (or alleged violation) by Company, Subsidiaries or Shareholder(s) and/or any Shareholder relating to such Person’s rights with respect of their respective past or present, directors, officers, partners, shareholders, managers, employees (including, without limitation, any licensed independent contractor), agents, consultants and Affiliates of Healthcare Fraud occurring prior to the Merger Consideration, or the calculations and determinations set forth on the Consideration SpreadsheetEffective Date; (d) any amounts paid the items listed on Schedule 4.1 and the actions taken by Shareholders with respect 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;items; or (e) any indebtedness liability of Company to Tower Advanced MRI, Ltd. or any of its partners, or any liability resulting from that partnership or the Company for borrowed money outstanding after the SPAC Merger Closing (but specifically excluding the PPP Loan); or (f) the Tax Litigationbusiness it owns and/or operates.

Indemnification by Shareholders. Subject to the other terms and conditions of this Article VIII(a) The Purchaser, the Shareholders shallCompany, jointly and severally, indemnify and defend each of Parent and its Affiliates (including the Company) Subsidiaries and their respective Representatives Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the “Parent Indemnitees”"Purchaser Indemnified Parties") againstshall be indemnified and held harmless, jointly and shall hold each severally by the Shareholders entitled to receive the Merger Consideration, solely out of them harmless from the portion of the Merger Consideration deposited in the Escrow Account, against and against, in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and shall pay and reimburse each any benefits inuring to the Purchaser as a result of them for, the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2): (i) of any and all Losses liabilities, obligations, losses, damages, diminutions of value, liens and deficiencies of any kind or nature (without duplication"Losses") incurred not accrued or sustained byreserved for in the Final Closing Statement which exist, or which are imposed uponon, incurred by or asserted against any one or more of the Parent Indemnitees Purchaser Indemnified Parties, (A) based upon, resulting from or arising out of, with respect or as to which there was, any breach or inaccuracy of any representation, warranty, statement, certification, agreement or covenant made by reason of:the Company or any Shareholder in this Agreement, any Related Agreement, any Disclosure Schedule hereto or thereto; (aB) based upon, resulting from or arising out of any inaccuracy in claim, litigation or breach proceeding brought by any third-party based upon, resulting from, arising out of or concerning any event, fact or circumstance, if and to the extent that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company or the Subsidiaries prior to Closing; (C) arising out of the cost of any required remediation under Environmental Laws of any of the representations properties now or warranties previously owned, leased, used, occupied or contaminated by the Company or the Subsidiaries, if the materials and/or conditions requiring such remediation existed as of the Closing; (D) in the nature of Taxes for periods through the Closing for which the Company contained or the Subsidiaries is liable to the extent that an appropriate tax authority has asserted a claim and (i) such Taxes are not reflected on the Financial Statements and did not arise in the ordinary course of business after the date thereof, (ii) such Taxes should have been but were not reflected in any return filed by the Company or the Subsidiaries prior to the Closing, (iii) such Taxes were required to be paid prior to the Closing and were not so paid, or (iv) such Taxes result from the failure by the Company or the Subsidiaries prior to the Closing to comply with any legal requirements relating to information reporting or withholding and payment over of taxes with respect to payments made to third parties; (E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement or to the extent not included in any certificate or instrument delivered by or on behalf Company Expenses included in the calculation of the Company Merger Consideration; (ii) of any cost or expenses (including, without limitation, settlement costs and reasonable attorneys', accountants' and experts' fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (including, without limitation, any reasonable cost or expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Agreement, as Section 11.2). Each of the date such representation or warranty was made or as if such representation or warranty was made on and as above is for purposes of the Closing Date (except for representations and warranties that expressly relate to this Agreement a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);"Purchaser Indemnified Obligation." (b) Claims for indemnification under Section 11.2(a)(i)(B), (C) or (D), above, may be made regardless of whether or not the matter giving rise to such claim would constitute a breach of a representation and warranty made in this Agreement, any breach Related Agreement, any Disclosure Schedule hereto and thereto or non-fulfillment any other written document. No Purchaser Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the making of any covenantclaim or demand for indemnification or at any other time. Shareholders agree that, agreement or obligation to be performed by the Company pursuant to notwithstanding any other provision of this Agreement; (c) , any claim made by any Shareholder relating to such Person’s rights Related Agreement or applicable Legal Requirements, Purchaser Indemnified Parties shall offset all valid claims for indemnification against the Escrow Account in accordance 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 terms of the Company for borrowed money outstanding after the SPAC Merger Closing (but specifically excluding the PPP Loan); or (f) the Tax LitigationEscrow Agreement.

Indemnification by Shareholders. Subject (a) From and after the Effective Time (but subject to the other terms Section 8.1(a), 8.3 and conditions of this Article VIII8.4), the Shareholders shall, jointly shall hold harmless 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 Indemnitees from and against, and shall pay compensate and reimburse each of them the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses which arise from or as a result of: (without duplication) incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any representation or warranty set forth in Sections 2 or 3 or in the Closing Certificate, after giving effect to the Updated Company Disclosure Schedule; (ii) any breach of the representations any covenant or warranties obligation of the Company contained or any of the Shareholders (including the covenants set forth in this Section 5); and (iii) that certain Stock Purchase Agreement between the Company and Envoy Global, Inc. expected to be executed on or before the Closing Date. (b) The Shareholders acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with 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 any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be determined deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with reference to such specified date); (b) any breach inaccuracy or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement;breach. (c) Notwithstanding anything in this Section 8.2 to the contrary, in the event of a breach of any claim made by representation or warranty contained in Section 3 of this Agreement, only the Shareholder who committed such breach shall be liable for any Shareholder relating Damages related 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 Litigationbreach.