Common use of Indemnification between the Parties Clause in Contracts

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMW, (iii) any misrepresentation made by PMW, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress (in this context, the “Indemnifying Party”) shall indemnify and hold harmless PMW and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpress, and (iii) any misrepresentation made by EntertainmentXpress, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW DVOP (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless EntertainmentXpress Sugarmade and its officers, directors and each of the Sellers (in this context an “"Indemnified Party”"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ ' fees and related disbursements (collectively, “"Claims”") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW DVOP at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWDVOP, (iii) any misrepresentation made by PMWDVOP, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW DVOP pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and any SEC Document, and (v) the operations and liabilities of PMW DVOP and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress Sugarmade (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless PMW DVOP and its officers and directors (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress Sugarmade at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpressSugarmade, and (iii) any misrepresentation made by EntertainmentXpressSugarmade, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress Sugarmade pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “"Indemnifying Party”"), shall indemnify and hold harmless EntertainmentXpress Sugarmade and PMW DVOP (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW IdeaEdge (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless EntertainmentXpress VOS and its officers, officers and directors and each of the Sellers (in this context an “"Indemnified Party”"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW IdeaEdge at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWIdeaEdge, and (iii) any misrepresentation made by PMWIdeaEdge, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW IdeaEdge pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress VOS and each VOS Principal Shareholder, jointly and severally (in this context, each the “"Indemnifying Party”") shall indemnify and hold harmless PMW IdeaEdge and its officers officers, directors and directors each of the Sellers (in this context an “"Indemnified Party”"), from and against any and all Claims demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress VOS at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpressVOS, and (iii) any misrepresentation made by EntertainmentXpressVOS, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress VOS pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of VOS and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “"Indemnifying Party”"), shall indemnify and hold harmless EntertainmentXpress IdeaEdge and PMW VOS (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW each party (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress the other (including the other party’s directors and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), ) from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ ' fees and related disbursements (collectively, “"Claims”") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW such party at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Datedate hereof, or (ii) any breach or nonfulfillment of any covenants or agreements made by PMW, (iii) any misrepresentation made by PMW, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to samesuch party. (b) Notwithstanding In the event any other Indemnified Party should have an indemnification provision hereunder, EntertainmentXpress (in Claim against the Indemnifying Party under this contextAgreement that does not involve a claim by a third party, the “Indemnified Party shall promptly deliver notice of such claim to the Indemnifying Party”) Party in writing and in reasonable detail. The failure by any Indemnified Party to so notify the Indemnifying Party shall indemnify and hold harmless PMW and its officers and directors (in this context an “not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party”), from and against any and all Claims suffered except to the extent that Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party does not notify the Indemnified Party resulting from or arising out within fifteen (15) Business Days following its receipt of (i) any inaccuracy such notice that the Indemnifying Party disputes such claim, such claim specified by the Indemnifying Party in or breach of any such notice shall be conclusively deemed a liability of the representations or warranties made by EntertainmentXpress at Indemnifying Party under this ARTICLE V and the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as Indemnifying Party shall pay the amount of such date or time)liability to the Indemnified Party on demand, on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpress, and (iii) any misrepresentation made by EntertainmentXpress, in each case as made herein or in the Schedules or Exhibits annexed hereto or case of any notice in any closing certificatewhich the amount of the claim is estimated, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress pursuant hereto or on such later date when the amount of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in connection with a timely manner, Backwoods and the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out shall proceed in good faith to negotiate a resolution of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, dispute and, except for representations and warranties that speak as of a specific date or time (which need only if not resolved through negotiations, such dispute shall be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Sellerresolved pursuant to Section 6.55.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW AER (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress Telanetix and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW AER at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWAER, (iii) any misrepresentation made by PMWAER, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW AER pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW AER and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress Telanetix (in this context, the “Indemnifying Party”) shall indemnify and hold harmless PMW AER and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress Telanetix at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpressTelanetix, and (iii) any misrepresentation made by EntertainmentXpressTelanetix, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress Telanetix pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress Telanetix and PMW AER (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress TPN and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMW, (iii) any misrepresentation made by PMW, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and any PMW SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress TPN (in this context, the “Indemnifying Party”) shall indemnify and hold harmless PMW and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress TPN at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpressTPN, and (iii) any misrepresentation made by EntertainmentXpressTPN, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress TPN pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellerseach Seller, individually in his capacity as a Seller, and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress TPN and PMW (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller (in his capacity as a Seller) under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the such Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW MeeMee (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless EntertainmentXpress ASM and its officers, directors and each of the Sellers ASM Members (in this context an “"Indemnified Party”"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ ' fees and related disbursements (collectively, “"Claims”") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW MeeMee at the time they were made, made and, except for those representations and warranties that speak as of specify a specific particular date or time (which need only be true and correct as of such date or time), on and as of the applicable Closing Date, ; (ii) any breach or nonfulfillment of any covenants or agreements made by PMW, MeeMee in this Agreement; or (iii) any misrepresentation made by PMW, MeeMee in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule this Agreement or any ancillary certificates or other documents or instruments furnished by PMW document delivered pursuant hereto to this Agreement or in connection with consummating the Exchange, (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to sameMerger. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress ASM Members (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless PMW MeeMee and its officers and directors (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress ASM or an ASM Member at the time they were made, made and, except for representations and warranties that speak as of specify a specific particular date or time (which need only be true and correct as of such date or time), on and as of the applicable Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpress, ASM or an ASM Member; and (iii) any misrepresentation made by EntertainmentXpress, ASM or an ASM Member in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule this Agreement or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress document delivered pursuant hereto to this Agreement or in connection with consummating the ExchangeMerger. (c) Notwithstanding For Claims under this Article IX, neither MeeMee nor the ASM Members shall have any other indemnification provision hereunder, Sellers, individually liability for Claims unless and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW (in this context an “Indemnified Party”), from and against any and until all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Sellerother parties' Indemnified Persons aggregate at least Fifty Thousand Dollars ($50,000) (the "Basket"), after which the other parties' Indemnified Persons shall be entitled to indemnity for the Claims over the amount of the Basket.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW DVOP (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless EntertainmentXpress the Seller, QRSciences and its their respective officers, directors directors, employees and each of the Sellers representatives (in this context an “"Indemnified Party”"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ ' fees and related disbursements (collectively, “"Claims”") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW DVOP at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWDVOP, (iii) any misrepresentation made by PMWDVOP, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW DVOP pursuant hereto or in connection with the Exchange, and (iv) any untimely filing of or inaccuracy in, and SEC Document, and (v) the operations and liabilities of PMW and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress the Seller (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless PMW DVOP and its officers officers, directors and directors representatives (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpress, and (iii) any misrepresentation made by EntertainmentXpress, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date (and as qualified by Section ), (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller, and (iii) any misrepresentation made by the Seller, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Seller pursuant hereto or in connection with the Exchange.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW SLTS (in this context, the “Indemnifying Party”) shall indemnify and hold harmless EntertainmentXpress AIMMS and its officers, directors and each of the Sellers (in this context an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW SLTS at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWSLTS, (iii) any misrepresentation made by PMWSLTS, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW SLTS pursuant hereto or in connection with the Exchange, (iv) any untimely filing of of, or inaccuracy in, and any SLTS SEC Document, and (v) the operations and liabilities of PMW SLTS and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Date, including but not limited to any taxes levied with respect to same. If the Indemnifying Party is obligated to indemnify the Indemnified Party for any Claims pursuant to this Section 8.1(a), and the Indemnifying Party does not have sufficient funds legally available therefor, the Indemnified Party has the right to receive from the Indemnifying Party that number of shares of common stock of SLTS, the fair market value of which equals the amount of the Claims in respect of which the indemnification is owed by the Indemnifying Party to the Indemnified Party. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress AIMMS (in this context, the “Indemnifying Party”) shall indemnify and hold harmless PMW SLTS and its officers and directors (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress AIMMS at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment non-fulfillment of any covenants or agreements made by EntertainmentXpressAIMMS, and (iii) any misrepresentation made by EntertainmentXpressAIMMS, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress AIMMS pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly (in this context, the “Indemnifying Party”), shall indemnify and hold harmless EntertainmentXpress and PMW SLTS (in this context an “Indemnified Party”), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date and (ii) any breach or nonfulfillment of any covenants or agreements made by the Seller.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, PMW SMSAP (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless EntertainmentXpress Sino Oriental and its officers, directors and each of the Sellers Shareholders (in this context an “"Indemnified Party”"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ ' fees and related disbursements (collectively, “"Claims”") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by PMW SMSAP at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Datedate of this Agreement, (ii) any breach or nonfulfillment of any covenants or agreements made by PMWSMSAP, (iii) any misrepresentation made by PMWSMSAP, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by PMW SMSAP pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, and any SEC Document, and (v) the operations and liabilities of PMW SMSAP and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding the Closing Datedate of this Agreement, including but not limited to any taxes levied with respect to same. (b) Notwithstanding any other indemnification provision hereunder, EntertainmentXpress Sino Oriental (in this context, the “"Indemnifying Party”") shall indemnify and hold harmless PMW SMSAP and its officers and directors (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by EntertainmentXpress Sino Oriental at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Datedate of this Agreement, (ii) any breach or nonfulfillment of any covenants or agreements made by EntertainmentXpressSino Oriental, and (iii) any misrepresentation made by EntertainmentXpressSino Oriental, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by EntertainmentXpress Sino Oriental pursuant hereto or in connection with the Exchange. (c) Notwithstanding any other indemnification provision hereunder, Sellers, individually and not severally or jointly each Shareholder (in this context, the “"Indemnifying Party”"), shall severally and not jointly indemnify and hold harmless EntertainmentXpress Sino Oriental and PMW SMSAP (in this context an “"Indemnified Party”"), from and against any and all Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by such Seller the Shareholder under this Agreement at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date date of this Agreement and (ii) any breach or nonfulfillment of any covenants or agreements made by the SellerShareholder.