Indemnification by the Warrantors. In the event of: (i) any breach or violation of, or inaccuracy or misrepresentation in any representation or warranty made by any Warrantor contained in this Agreement; (ii) the breach or violation of any covenant or agreement by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the Closing, but with respect to a matter which occurred before the Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the Purchaser or its officers or directors by any third party as a result of any act or omission by any Warrantor or its directors in breach of its obligations under the Transaction Documents (each of (i), (ii), (iii) or (iv), a “Breach”), the Warrantors shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser within sixty (60) days following the Breach. After sixty (60) days following the Breach, the Warrantors shall, jointly and severally, indemnify the Purchaser and its Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, Liabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due to, directly or indirectly, any Breach, ALWAYS provided that the Warrantors shall not be obliged to indemnify any Indemnitee unless the aggregate amount of Indemnifiable Loss exceeds US$50,000; further provided that, such Purchaser shall first seek indemnification from the Group Companies, and if the Group Companies are found liable to such Purchaser and do not have sufficient resources (after liquidation, dissolution or similar act) to indemnify such Purchaser, such Purchaser may then seek indemnification from the Founders.
Indemnification by the Warrantors. Subject to the other terms and conditions of this Section 7, the Warrantors shall indemnify each Purchaser against, and shall hold each Purchaser harmless from and against, any and all Losses incurred or sustained by, or imposed upon, such Purchaser based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement.
Indemnification by the Warrantors. Each of the Warrantors (each, an “Indemnifying Party”) hereby shall, from and after the Closing, jointly and severally indemnify and hold harmless Orchid Asia and its successors and assigns (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against all Liabilities, losses, damages, diminution in value, claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), interest, awards, judgments, fines and penalties suffered or incurred by the Indemnified Parties (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Indemnifiable Losses”), arising out of or relating to:
(a) any inaccuracy in or breach of any representation or warranty given by any Warrantor to Orchid Asia in this Agreement or any other representations, warranties or statements set forth in the other certificates, schedules or other documents delivered by or on behalf of any Warrantor to Orchid Asia hereunder; and
(b) any breach of any covenant of any Warrantor.
Indemnification by the Warrantors. The Warrantors shall, subject to the terms hereof, jointly and severally indemnify, defend and hold harmless Pantheon (which term, for the purposes of this Article XV shall include any of Pantheon’s successors) and permitted assigns (the “Pantheon Indemnified Parties”) from and against any liabilities, loss, claims, damages, fines, penalties, expenses (including costs of investigation and defense and reasonable attorneys’ fees and court costs) (collectively, “Damages”) arising from: (i) any breach of any representation or warranty made by the Warrantors in Article VIII hereof or in any certificate delivered by the Warrantors pursuant to this Agreement; or (ii) any breach by any Warrantor of its covenants or obligations in this Agreement to be performed or complied with by such Warrantor at or prior to the Closing.
Indemnification by the Warrantors. The Indemnitees shall be indemnified and held harmless by the Warrantors for and against all losses, damages, claims, costs and expenses, diminution in value of their respective investment, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter, a “Loss”), arising out of or resulting from: (i) the breach of or violation of, or misrepresentation or inaccuracy in any representation or warranty made by any of the Warrantors contained in this Agreement and/or any other Transaction Documents; or (ii) the breach or violation of any covenant or agreement by any of the Warrantors contained in this Agreement or any other Transaction Documents; or (iii) any breach or non-performance by the Company of its obligations under the Memorandum and Articles (each of (i), (ii) and (iii), a “Breach”). Notwithstanding the foregoing, each of the Warrantors shall also, jointly and severally, cure, or cause the other Warrantors to cure such Breach (to the extent that such Breach is curable) to the reasonable satisfaction of such Series F Investor.
Indemnification by the Warrantors. Subject to the other terms and conditions of this Article IX, the Warrantors shall, jointly and severally, indemnify and defend the Beneficiary Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Beneficiary Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Companies contained in this Agreement (other than in respect of Section 4.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII but also subject to Section 9.05 hereafter), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(b) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by the Companies pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII but also subject to Section 9.05 hereafter), which breach or non-fulfilment is not cured by such Contributor within twenty (20) days after written notice thereof.
Indemnification by the Warrantors. The Warrantors shall jointly and severally protect, defend, indemnify and hold harmless the Buyer and its Affiliates (including the Group Companies) and their respective representatives, successors and assigns, and shall indemnify and reimburse them for and against any and all losses, damages, liabilities, deficiencies, claims, diminution in value, interest, awards, judgments, penalties, costs and expenses (including attorneys' fees, costs and other out-of-pocket expenses incurred in the investigation, preparation or defense of each of the foregoing) (collectively, the "Losses") claimed, arising out of, sustained or suffered by, or in connection with, any or all of such losses, damages, liabilities, deficiencies, claims, diminution in value, interest, awards, judgments, penalties, costs and expenses (including attorneys' fees, costs and other out-of-pocket expenses incurred in the investigation, preparation or defense of each of the foregoing) claimed, arising out of, sustained or suffered by or in connection with:
(a) A breach of any representation or warranty contained in this Agreement or any Ancillary Document or any Exhibit, certificate or other document delivered pursuant hereto or thereby or in connection with this Agreement or the transactions contemplated hereby or thereby;
(b) A breach of any agreement, covenant or agreement contained in this Agreement or any Ancillary Document or any Exhibit, certificate or other document delivered pursuant hereto or thereby or in connection with this Agreement or the transactions contemplated hereby or thereby (including those resulting from acts or omissions of the Target Company or any of its subsidiaries); and
(c) Any matters set forth in Exhibit C.
Indemnification by the Warrantors. Subject to the limitations set forth in Section 9.4, the Warrantors shall jointly and severally indemnify and hold harmless Buyer from and against, and shall reimburse Buyer (which term, for purposes of this Article IX, includes, after the Closing, the Surviving Company) for, any Damages which it may sustain, suffer or incur, whether as a result of any Third Party Claim or otherwise, and which arise from or in connection with or are attributable to the breach of any of the representations or warranties or covenants of the Warrantors contained in this Agreement. This indemnity shall survive the Closing for a period of four years after the Closing Date with respect to Claims arising under the foregoing clause other than (i) Claims arising as a result of a breach of the representations and warranties in Sections 3.1 and 3.25, as to which it shall survive without limitation as to time, and (ii) Claims arising as a result of a breach of the representations and warranties in Section 3.6, as to which it shall survive for a period of six months after the expiration of the statute of limitations. The Warrantors shall give prompt written notice to Buyer of any Third Party Claims or other facts and circumstances known to such Warrantors which may entitle Buyer to indemnification under this Section 9.1.
Indemnification by the Warrantors. Subject to the limitation provisions in Section 4.23 hereof, the Warrantors shall, jointly and severally, indemnify the Purchaser and its employees, officers, directors, Affiliates and agents (the “Indemnified Persons”), in respect of, and hold the Indemnified Persons harmless against, any and all Damages resulting from:
9.1.1 a Warrantor’s breach of any Transaction Agreement;
9.1.2 any audit or adjustment by a PRC tax or other government authority within twenty-four (24) months after the Closing with respect to any Group Company’s business activities conducted before the Closing; or
9.1.3 any Damages incurred by the Company within twenty-four (24) months after the Closing for infringement of third-party right or violation of any law, rule or regulation caused by or related to any of the Group Companies’ or their Affiliates’ business and operations, including the use of the Technology to transfer unlicensed media content over the internet, that occurred prior to the Closing. For purposes of this Agreement, “Damages” shall mean and include any and all monetary damages, fines, penalties, interest obligations, deficiencies (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) incurred or suffered by an Indemnified Person or any Affiliate thereof.
Indemnification by the Warrantors. The Warrantors shall jointly and severally indemnify the Purchaser in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Target Group or the Purchaser or any Affiliate of the Purchaser resulting from, relating to or constituting:
(a) any breach, as of the date of this Agreement or as of the Closing, of any representation or warranty of the Warrantors contained herein or in any other agreement or instrument furnished by the Warrantors to the Purchaser pursuant hereto;
(b) any failure to perform any covenant or agreement of the Warrantors contained herein or in any other Transaction Agreement, including, without limitation, the Service Agreements;
(c) any breach by the Holder of any of the Foundation Agreements; and
(d) any breach by the Holder of the Option Agreement.
