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.

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.

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.

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.

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.

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.

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.