Common use of Company Indemnification Obligation Clause in Contracts

Company Indemnification Obligation. The Company hereby agrees to indemnify the Investor and each of their respective officers, directors and employees, and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a “Investor Indemnified Party”) against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”), that it actually incurs in connection with any of the transactions contemplated hereby arising out of or based upon: (a) any of the representations or warranties made by the Company in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (e) any failure by the Company or any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax as it became due, or (iii) to comply with any applicable Law relating to Tax.

Company Indemnification Obligation. The In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's obligations under the Transaction Documents, the Company hereby agrees to (for purposes of this Section 10(a), the "INDEMNIFYING PARTY") shall defend, protect, indemnify the Investor and hold harmless each Buyer and each other holder of the Securities and all of their respective equity holders, partners, officers, directors directors, members, managers, employees and employees, direct or indirect investors and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons Persons' agents or other representatives (each a “Investor Indemnified Party”including those retained in connection with the transactions contemplated by this Agreement) (for purposes of this Section 10(a), collectively, the "INDEMNITEES") from and against any claimand all actions, demand, causes of action, liabilitysuits, claims, losses, costs, penalties, fees, liabilities and damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (for purposes of this Section 10(a), the foregoing results from a third-party claim or otherwise (all of the foregoing"INDEMNIFIED LIABILITIES"), including associated costs and expenses being referred to herein incurred by any Indemnitees as a “Loss”)result of, that it actually incurs in connection with any of the transactions contemplated hereby or arising out of of, or based upon: relating to (a) any misrepresentation or breach of the representations any representation or warranties warranty made by the Company Indemnifying Party in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as any of the Closing Date (exceptTransaction Documents or any other certificate, in each caseinstrument or document contemplated hereby or thereby, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by the Company of any covenant, agreement or obligation of its covenantsthe Indemnifying Party contained in the Transaction Documents or any other certificate, agreements instrument or obligations under this Agreementdocument contemplated hereby or thereby, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the WFOE to comply Transaction Documents in accordance with the terms hereof or thereof or any Law other certificate, instrument or document contemplated hereby or thereby in accordance with respect to any dividend distributions the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by the WFOEsuch Indemnitee's owners, including without limitationsinvestors or Affiliates), any foreign exchange regulations and rules; or (d) any failure assets or transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of any of the Securities. To the extent that the foregoing undertaking by the Company obtain outdoor advertising registration with Indemnifying Party may be unenforceable for any reason, such Indemnifying Party shall make the SAIC or its local branches maximum contribution to the extent required by payment and satisfaction of each of the SAIC; and (e) any failure by the Company or any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax as it became due, or (iii) to comply with any Indemnified Liabilities that is permissible under applicable Law relating to Taxlaw.

Company Indemnification Obligation. The In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations under the Transaction Documents, the Company hereby agrees to shall defend, protect, indemnify the Investor and hold harmless each Buyer and each other holder of the Securities and all of their respective shareholders, partners, officers, directors directors, members, managers, employees and employees, direct or indirect investors and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons Persons’ agents or other representatives (each a including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Investor Indemnified PartyIndemnitees”) from and against any claimand all actions, demand, causes of action, liabilitysuits, claims, losses, costs, penalties, fees, liabilities and damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless connection therewith (irrespective of whether any of such Indemnitees is a party to the foregoing results from a third-party claim or otherwise action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (all of the foregoing, including associated costs and expenses being referred to herein as a “LossIndemnified Liabilities”), that it actually incurs in connection with incurred by any of the transactions contemplated hereby Indemnitees as a result of, or arising out of of, or based upon: (a) any of the representations or warranties made by the Company in Section 4 of this Agreement being untrue or incorrect relating to (i) at the time such any misrepresentation or breach of any representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (e) any failure by the Company or any of its the Subsidiaries (i) to timely file in the Transaction Documents or any Tax Return; other certificate, instrument or document contemplated hereby or thereby, (ii) to timely pay any Tax as it became duebreach of any covenant, agreement or obligation of the Company or any of the Subsidiaries contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or affiliates), (iv) any transaction financed or to comply be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (v) the status of such Buyer or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law relating to Taxlaw.

Company Indemnification Obligation. (a) The Company hereby indemnifies and holds harmless, and agrees to indemnify and hold harmless, Purchaser and the Investor and each of Specified Designee, their respective Affiliates, and the respective directors, officers, directors employees and employees, and each Person that controls (within the meaning of Section 20 of the Exchange Act) any agents of the foregoing Persons (each a “Investor collectively, the "Purchaser Indemnified Party”Parties") from and against any claimand all Losses which exist, demandor which are imposed on, action, liability, damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending asserted against any such proceeding) regardless of whether any one or more of the foregoing results from a third-party claim Purchaser Indemnified Parties, based upon, arising out of, resulting from, or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”), that it actually incurs in connection with any of the transactions contemplated hereby arising out of or based uponrespect of: (ai) any breach or inaccuracy, as of (x) the date of this Agreement or (y) the Closing Date (with respect to this sub-clause (y), as if such representations and warranties had been made exactly as written herein (including references to "the date hereof", "the date of 16 16 this Agreement" or other particular dates) at and as of the Closing Date), of any of the representations and warranties set forth in, or warranties made by the Company in Section 4 or of its Subsidiaries pursuant to, this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (exceptAgreement, in each case, to the extent such representations or warranties are as of a date any other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date)Company Transaction Document; (b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (eii) any failure by the Company or any of its Subsidiaries at any time to carry out, perform, comply with, comply with satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or any other Company Transaction Document (iregardless of whether or not any such covenant, agreement, undertaking, liability or obligations is enforceable); (iii) the Retained Liabilities, or any Liability of any of the Subsidiaries other than those disclosed in SECTION 4.3 OF THE DISCLOSURE LETTER; (iv) (x) the sale, distribution, marketing, reproduction, operating, use or other exploitation, by any Person, of any of the Acquired Assets (or any component thereof), whether before or after the Closing, (A) interfering with, infringing upon, misappropriating, or otherwise conflicting or violating any Intellectual Property of any other Person (other than the Purchaser Indemnified Parties) or (B) requiring, or giving rise to timely file any Tax Return; (ii) obligation on the part of, any Purchaser Indemnified Party to timely pay make any Tax as it became dueroyalty or other similar payment to any Person, or (iiiy) any claim, action, suit or proceeding against any Purchaser Indemnified Party asserting any of the matters described in this clause (iv); or (v) any failure by the Company or any of its Subsidiaries to comply with pay to any Person any sums due pursuant to any applicable Law relating agreement, law or regulation in connection with the employment of such Person by or on behalf of the Company or one of its Subsidiaries or the provision of any services by such Person to Taxor for the benefit of the Company or one of its Subsidiaries. (b) No Purchaser Indemnified Party shall be required to make any claim or demand against the Company or any other Person prior to the making of any claim or demand for indemnification or at any other time. Purchaser may apply the amounts to which it or any other Purchaser Indemnified Party is entitled under this Section 6.2 against any payment to be made by or on behalf of Purchaser to the Company pursuant to Section 2.5 hereof, by means of set-off, reduction or otherwise.

Company Indemnification Obligation. The Company hereby agrees and the Trust, jointly and severally, agree to indemnify the Investor and hold harmless each Holder and each of their respective officersperson, directors and employeesif any, and each Person that who controls (any Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) , against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the foregoing Persons Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (each a “Investor Indemnified Party”or actions in respect thereof) against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”), that it actually incurs in connection with any of the transactions contemplated hereby arising arise out of or are based upon: (a) any untrue statement or alleged untrue statement of the representations or warranties made by the Company any material fact contained in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation Shelf Registration Statement or warranty was made any amendment thereto, the Prospectus or any Prospectus Supplement or (ii) any application or other document, or any amendment or supplement thereto, executed by the Company or the Trust or based upon written information furnished by or on the Closing Date as if given as behalf of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof Company or the Closing Date, Trust filed in which case, any jurisdiction in order to qualify the failure of Transfer Restricted Securities under the securities or blue sky laws thereof or filed with the Commission or any such representation securities association or warranty to be true and correct as of that datesecurities exchange (each an "Application"); (b) the omission or alleged omission to state in the Shelf Registration Statement or any breach by the Company of any of its covenants, agreements or obligations under this Agreementamendment thereto, the Registration Rights AgreementProspectus, any Prospectus Supplement or any Application a material fact required to be stated therein or necessary to make the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement;statements therein not misleading; or (c) any failure untrue statement or alleged untrue statement of the WFOE to comply with any Law with respect to material fact contained in any dividend distributions made by the WFOEaudio or visual materials, including without limitationsif any, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (e) any failure supplied by the Company or the Trust in connection with an Underwritten Offering (or otherwise) of the Transfer Restricted Securities, including without limitation, slides, videos, films and tape recordings, and the Company and the Trust will reimburse, as incurred, each Holder for any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax legal or other expenses reasonably incurred by such Holder in connection with investigating, defending against or appearing as it became due, or (iii) to comply a third-party witness in connection with any applicable Law relating such loss, claim, damage, liability or action; provided that the Company and the Trust will not be liable in any such case to Taxthe extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or any amendment thereto, the Prospectus, any Prospectus Supplement or any Application in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company will not, without the prior written consent of the Majority Holders, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any such Holder or any person who controls any such Holder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of all of the Holders and such controlling persons from all liability arising out of such claim, action, suit or proceeding.

Company Indemnification Obligation. The In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations under the Transaction Documents and the Certificate of Designations, the Company hereby agrees to shall defend, protect, indemnify the Investor and hold harmless each Buyer and all of their respective stockholders, partners, officers, directors directors, members, managers, employees and employees, direct or indirect investors and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons Persons’ agents or other representatives (each a including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Investor Indemnified PartyIndemnitees”) from and against any claimand all actions, demand, causes of action, liabilitysuits, claims, losses, costs, penalties, fees, liabilities and damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless connection therewith (irrespective of whether any of such Indemnitee is a party to the foregoing results from a third-party claim or otherwise action for which indemnification hereunder is sought) and including reasonable attorneys’ fees and disbursements (all of the foregoing, including associated costs and expenses being referred to herein as a “LossIndemnified Liabilities”), that it actually incurs in connection with incurred by any of the transactions contemplated hereby Indemnitees as a result of, or arising out of of, or based upon: relating to (a) any misrepresentation or breach of the representations or warranties made by the Company in Section 4 of this Agreement being untrue or incorrect (i) at the time such any representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (e) any failure by the Company or any of its the Subsidiaries in the Transaction Documents or the Certificate of Designations or any other certificate, instrument or document contemplated hereby or thereby, (ib) to timely file any Tax Return; (ii) to timely pay breach of any Tax as it became duecovenant, agreement or obligation of the Company or any of the Subsidiaries contained in the Transaction Documents, the Certificate of Designations or any other certificate, instrument or document contemplated hereby or thereby, or (iiic) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or the Certificate of Designations in accordance with the terms hereof or thereof or any other certificate, instrument or document contemplated hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to comply with any the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law relating to Taxlaw.

Company Indemnification Obligation. The In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s obligations under the Transaction Documents, the Company hereby agrees to (for purposes of this Section 10(a), the “Indemnifying Party”) shall defend, protect, indemnify the Investor and hold harmless each Buyer and each other holder of the Securities and all of their respective equity holders, partners, officers, directors directors, members, managers, employees and employees, direct or indirect investors and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons Persons’ agents or other representatives (each a including those retained in connection with the transactions contemplated by this Agreement) (for purposes of this Section 10(a), collectively, the “Investor Indemnified PartyIndemnitees”) from and against any claimand all actions, demand, causes of action, liabilitysuits, claims, losses, costs, penalties, fees, liabilities and damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (collectively, for purposes of this Section 10, the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “LossIndemnified Liabilities”), that it actually incurs in connection with incurred by any of the transactions contemplated hereby Indemnitees as a result of, or arising out of of, or based upon: relating to (a) any misrepresentation or breach of the representations any representation or warranties warranty made by the Company Indemnifying Party in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as any of the Closing Date (exceptTransaction Documents or any other certificate, in each caseinstrument or document contemplated hereby or thereby, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by the Company of any covenant, agreement or obligation of its covenantsthe Indemnifying Party contained in the Transaction Documents or any other certificate, agreements instrument or obligations under this Agreementdocument contemplated hereby or thereby, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the WFOE to comply Transaction Documents in accordance with the terms hereof or thereof or any Law other certificate, instrument or document contemplated hereby or thereby in accordance with respect to any dividend distributions the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by the WFOEsuch Indemnitee’s owners, including without limitationsinvestors or Affiliates), any foreign exchange regulations and rules; or (d) any failure assets or transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of any of the Securities. To the extent that the foregoing undertaking by the Company obtain outdoor advertising registration with Indemnifying Party may be unenforceable for any reason, such Indemnifying Party shall make the SAIC or its local branches maximum contribution to the extent required by payment and satisfaction of each of the SAIC; and (e) any failure by the Company or any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax as it became due, or (iii) to comply with any Indemnified Liabilities that is permissible under applicable Law relating to Taxlaw.

Company Indemnification Obligation. The Company hereby agrees to indemnify the Investor Purchaser and each of their respective its officers, directors and directors, employees, consultants, agents, attorneys, accountants and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a “Investor "Purchaser Indemnified Party”") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, consequential damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Purchaser Indemnified Party in investigating or defending litigating any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”"Proceeding"), that it actually incurs may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (ai) any untrue or alleged untrue statement of a material fact in a SEC Filing by the Company or any of its affiliates or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by the Company or any of its affiliates or any Person acting on its or their behalf; (ii) any of the representations or warranties made by the Company in Section 4 of this Agreement herein being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date)made; (biii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, Agreement or the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement;; and (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (div) any failure to deliver the Common Shares to Purchaser required to be delivered upon exercise of the Warrant, in accordance with the terms and conditions of the Warrant, or failure to deliver the Warrant, in accordance with the terms and conditions of this Agreement, for any reason other than the failure of any condition precedent to the Company's obligations hereunder or thereunder, which condition has not been waived by the Company obtain outdoor advertising registration with Company, or the SAIC or its local branches to the extent required by the SAIC; and (e) any failure by the Company or any of its Subsidiaries (i) to timely file any Tax Return; (ii) to timely pay any Tax as it became due, or (iii) Purchaser to comply with any applicable Law relating to Taxits obligations hereunder or thereunder, which failure has not been waived by the Company.

Company Indemnification Obligation. (a) The Company hereby indemnifies and holds harmless, and agrees to indemnify and hold harmless, Purchaser, the Investor Specified Designee, the Specified SWV Transferee, the Specified Subsidiaries (from and each after the Closing), the respective Affiliates of their Purchaser, the Specified Designee, the Specified SWV Transferee and (from and after the Closing) the Specified Subsidiaries and the respective directors, officers, directors employees and employees, and each Person that controls (within the meaning of Section 20 of the Exchange Act) any agents of the foregoing Persons (each a “Investor Indemnified Party”collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against any claimand all Losses which exist, demandor which are imposed on, actionincurred by or asserted against any one or more of the Purchaser Indemnified Parties, liabilitybased upon, damagesarising out of, lossresulting from, cost or expense otherwise in respect of: (i) any breach or inaccuracy of any of the representations and warranties of the Company or any of the Key Employees/Stockholders set forth in this Agreement, in any other Company Transaction Document, in any Inducement Agreement or in any Key Employee/Stockholder Employment Agreement, in each case (x) as made and given on the date of this Agreement or (y) as if they were made and given on the Closing Date exactly as written herein or therein, as the case may be (including references to "the date hereof", "the date of this Agreement" or other particular dates), it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, any other Company Transaction Document, any Inducement Agreement or any Key Employee/Stockholder Employment Agreement, to determine if there has been an inaccuracy or breach of a representation or warranty of the Company or any of the Key Employees/Stockholders (other than the representation and warranty set forth in the penultimate sentence of Section 4.21) and the Losses arising from such inaccuracy or breach, such representation and warranty shall be read as if it were not qualified by materiality, including, without limitation, consequential damagesqualifications indicating accuracy in all material respects, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a “Loss”), that it actually incurs in connection with any of the transactions contemplated hereby arising out of or based upon: (a) any of the representations or warranties made by the Company in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as of the Closing Date (except, in each case, accuracy except to the extent such representations or warranties are as of any inaccuracy will not have a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date)Material Adverse Effect; (b) any breach by the Company of any of its covenants, agreements or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure of the WFOE to comply with any Law with respect to any dividend distributions made by the WFOE, including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (eii) any failure by the Company or any Key Employee/Stockholder at any time to carry out, perform, comply with, comply with satisfy and discharge any of its Subsidiaries their respective covenants, agreements, undertakings, liabilities or obligations under this Agreement, any other Company Transaction Document, the Inducement Agreements or the Key Employees/Stockholders Employment Agreements (i) to timely file regardless of whether or not any Tax Return; (ii) to timely pay any Tax as it became duesuch covenant, agreement, undertaking, liability or obligations is enforceable); (iii) the Retained Liabilities, any Liability of any of the Specified Subsidiaries other than those disclosed in Section 4.3 of the Disclosure Letter, or any Permitted Encumbrances with respect to comply any of the Acquired Assets; or (iv) any failure to obtain by the Closing Date all Consents (except with respect to the Contract specified in Section 6.2(a)(iv) of the Disclosure Schedule) and Approvals described in Section 2.7(b) with respect to any applicable Law relating Restricted Asset (after taking into account the ameliorative effects, if any, of the alternative arrangements described in Sections 2.7(c) and (d)). (b) The Company acknowledges that the covenants, agreements, undertakings, liabilities and obligations of the Key Employees/Stockholders under the Inducement Agreements and the Key Employees/Stockholders Employment Agreements are of the essence of the transaction to TaxPurchaser, and that Purchaser would not have entered into this Agreement if the Key Employees/Stockholders were not willing to enter into the Inducement Agreements and the Key Employees/Stockholders Employment Agreements. The Company further acknowledges and agrees that it is intended that it will be obligated to indemnify the Purchaser Indemnified Parties as set forth in Section 6.2(a) even if the failure in question was with respect to a provision of an Inducement Agreement or a Key Employee/Stockholder Employment Agreement that has been determined to be unenforceable, the Company acknowledging that the Company not indemnifying the Purchaser Indemnified Parties under such circumstances would result in Purchaser not receiving the benefit of its bargain with the Company. (c) No Purchaser Indemnified Party shall be required to make any claim or demand against the Company or any other Person prior to the making of any claim or demand for indemnification or at any other time. Without limitation of the terms of the Escrow Agreement, Purchaser may apply the amounts to which it or any other Purchaser Indemnified Party is entitled under this Section 6.2 against any payment to be made by or on behalf of Purchaser to the Company pursuant to Section 2.5 hereof, by means of set-off, reduction or otherwise. (d) The Company shall not be required to indemnify and hold harmless any Purchaser Indemnified Party pursuant to Section 6.2(a)(i) until the aggregate amount of the Purchaser Indemnified Parties' Losses subject to indemnification under Section 6.2(a)(i) exceeds the Basket Amount, after which the Company shall be obligated for all such Losses of the Purchaser Indemnified Parties subject to indemnification under Section 6.2(a)(i) (disregarding the Basket Amount) in excess, in the aggregate, of $50,000 (PROVIDED, HOWEVER, that the provisions of this sentence shall not apply to any breach or inaccuracy of the representations and warranties contained in Sections 4.1, 4.6 or 4.17, or the last sentence of Section 4.5).

Company Indemnification Obligation. The In consideration of the Purchaser’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company hereby agrees to shall defend, protect, indemnify and hold harmless the Investor Purchaser and each holder of any Securities acquired directly from the Purchaser and all of their respective stockholders, partners, members, officers, directors directors, employees and employees, direct or indirect investors and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a “Investor Indemnified Party”) against any claim, demand, action, liability, damages, loss, cost Persons’ agents or expense other representatives (including, without limitation, consequential those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Parties” and each an “Purchaser Party”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, diminution in value and reasonable legal fees and expenses incurred by such Investor Indemnified Party in investigating or defending any such proceeding) regardless connection therewith (irrespective of whether any of such Purchaser Party is a party to the foregoing results from a third-party claim or otherwise action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (all of the foregoing, including associated costs and expenses being referred to herein as a “LossIndemnified Liabilities”), that it actually incurs in connection with incurred by any of the transactions contemplated hereby Purchaser Party as a result of, or arising out of of, or based upon: relating to (a) any misrepresentation or breach of the representations any representation or warranties warranty made by the Company or any Subsidiary in Section 4 of this Agreement being untrue or incorrect (i) at the time such representation or warranty was made or (ii) on the Closing Date as if given as any of the Closing Date (exceptTransaction Documents, in each case, to the extent such representations or warranties are as of a date other than the date hereof or the Closing Date, in which case, the failure of any such representation or warranty to be true and correct as of that date); (b) any breach by of any covenant, agreement or obligation of the Company of or any Subsidiary contained in any of its covenants, agreements the Transaction Documents or obligations under this Agreement, the Registration Rights Agreement, the Warrant, the Series A Certificate of Designations, or the Investor Rights Agreement; (c) any failure cause of the WFOE to comply with any Law with respect to any dividend distributions action, suit or claim brought or made against such Purchaser Party by the WFOE, a third party (including without limitations, any foreign exchange regulations and rules; (d) any failure to by the Company obtain outdoor advertising registration with the SAIC or its local branches to the extent required by the SAIC; and (e) any failure by for these purposes a derivative action brought on behalf of the Company or any Subsidiary) and arising out of its Subsidiaries or resulting from (i) to timely file the execution, delivery, performance or enforcement of any Tax Return; of the Transaction Documents, (ii) any transaction financed or to timely pay any Tax as it became duebe financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of such Purchaser or holder of the Securities as an investor in the Company pursuant to comply with the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Law relating to Taxlaw.