Common use of Indemnification between the Parties Clause in Contracts

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, DVOP (in this context, the "Indemnifying Party") shall indemnify and hold harmless 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 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 DVOP, (iii) any misrepresentation made by DVOP, 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 DVOP pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of 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, Sugarmade (in this context, the "Indemnifying Party") shall indemnify and hold harmless 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 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 Sugarmade, and (iii) any misrepresentation made by Sugarmade, 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 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 Sugarmade and 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, DVOP PMW (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOPPMW, (iii) any misrepresentation made by DVOPPMW, 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 DVOP PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any and SEC Document, and (v) the operations and liabilities of DVOP 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, Sugarmade EntertainmentXpress (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless DVOP 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 Sugarmade 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 SugarmadeEntertainmentXpress, and (iii) any misrepresentation made by SugarmadeEntertainmentXpress, 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 Sugarmade 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 Sugarmade EntertainmentXpress and DVOP 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, DVOP MeeMee (in this context, the "Indemnifying Party") shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOP, MeeMee in this Agreement; or (iii) any misrepresentation made by DVOP, 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 DVOP document delivered pursuant hereto to this Agreement or in connection with consummating the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of 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 sameMerger. (b) Notwithstanding any other indemnification provision hereunder, Sugarmade ASM Members (in this context, the "Indemnifying Party") shall indemnify and hold harmless DVOP 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 Sugarmade 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 Sugarmade, ASM or an ASM Member; and (iii) any misrepresentation made by Sugarmade, 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 Sugarmade 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 liability for Claims unless and until all Claims made by the other indemnification provision hereunder, Sellers, individually and not severally or jointly parties' Indemnified Persons aggregate at least Fifty Thousand Dollars (in this context, $50,000) (the "Indemnifying PartyBasket"), after which the other parties' Indemnified Persons shall indemnify and hold harmless Sugarmade and DVOP (in this context an "Indemnified Party"), from and against any and all be entitled to indemnity for the Claims suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any over the amount 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 SellerBasket.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, DVOP PMW (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOPPMW, (iii) any misrepresentation made by DVOPPMW, 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 DVOP PMW pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any PMW SEC Document, and (v) the operations and liabilities of DVOP 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, Sugarmade TPN (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless DVOP 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 Sugarmade 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 SugarmadeTPN, and (iii) any misrepresentation made by SugarmadeTPN, 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 Sugarmade 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 Sugarmade TPN and DVOP 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, DVOP AER (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOPAER, (iii) any misrepresentation made by DVOPAER, 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 DVOP AER pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any and SEC Document, and (v) the operations and liabilities of DVOP 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, Sugarmade Telanetix (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless DVOP 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 Sugarmade 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 SugarmadeTelanetix, and (iii) any misrepresentation made by SugarmadeTelanetix, 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 Sugarmade 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 Sugarmade Telanetix and DVOP 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, DVOP IdeaEdge (in this context, the "Indemnifying Party") shall indemnify and hold harmless Sugarmade VOS 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 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 IdeaEdge, and (iii) any misrepresentation made by IdeaEdge, 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 IdeaEdge pursuant hereto or in connection with the Exchange. (b) Notwithstanding any other indemnification provision hereunder, VOS and each VOS Principal Shareholder, jointly and severally (in this context, each the "Indemnifying Party") shall indemnify and hold harmless IdeaEdge 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 DVOP 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 DVOPVOS, (iii) any misrepresentation made by DVOPVOS, 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 DVOP VOS pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any and SEC Document, and (v) the operations and liabilities of DVOP 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. (b) Notwithstanding any other indemnification provision hereunder, Sugarmade (in this context, the "Indemnifying Party") shall indemnify and hold harmless 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 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 Sugarmade, and (iii) any misrepresentation made by Sugarmade, 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 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 Sugarmade IdeaEdge and DVOP 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, DVOP SLTS (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOPSLTS, (iii) any misrepresentation made by DVOPSLTS, 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 DVOP SLTS pursuant hereto or in connection with the Exchange, (iv) any untimely filing of of, or inaccuracy in, any SLTS SEC Document, and (v) the operations and liabilities of DVOP 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, Sugarmade AIMMS (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless DVOP 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 Sugarmade 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 SugarmadeAIMMS, and (iii) any misrepresentation made by SugarmadeAIMMS, 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 Sugarmade 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 Sugarmade and DVOP 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, DVOP SMSAP (in this context, the "Indemnifying Party") shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOPSMSAP, (iii) any misrepresentation made by DVOPSMSAP, 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 DVOP SMSAP pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of DVOP 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, Sugarmade Sino Oriental (in this context, the "Indemnifying Party") shall indemnify and hold harmless DVOP 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 Sugarmade 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 SugarmadeSino Oriental, and (iii) any misrepresentation made by SugarmadeSino 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 Sugarmade 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 Sugarmade Sino Oriental and DVOP 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.

Indemnification between the Parties. (a) Notwithstanding any other indemnification provision hereunder, DVOP (in this context, the "Indemnifying Party") shall indemnify and hold harmless Sugarmade 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 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 DVOP, (iii) any misrepresentation made by DVOP, 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 DVOP pursuant hereto or in connection with the Exchange, and (iv) any untimely filing of or inaccuracy in, any and SEC Document, and (v) the operations and liabilities of 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, Sugarmade the Seller (in this context, the "Indemnifying Party") shall indemnify and hold harmless 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 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 Sugarmade, and (iii) any misrepresentation made by Sugarmade, 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 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 Sugarmade and 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 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, DVOP each party (in this context, the "“Indemnifying Party"”) shall indemnify and hold harmless Sugarmade 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 DVOP 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 DVOP, (iii) any misrepresentation made by DVOP, 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 DVOP pursuant hereto or in connection with the Exchange, (iv) any untimely filing of or inaccuracy in, any SEC Document, and (v) the operations and liabilities of 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 samesuch party. (b) Notwithstanding In the event any other Indemnified Party should have an indemnification provision hereunder, Sugarmade (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 DVOP 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 Sugarmade 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 Sugarmade, and (iii) any misrepresentation made by Sugarmade, 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 Sugarmade 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 Sugarmade and DVOP (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.