Common use of Indemnification by the Warrantors Clause in Contracts

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. 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 First Closing, but with respect to a matter which occurred before the First Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the any 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 Purchasers within sixty (60) days following the Breach. After sixty (60) days following the Breach, the Warrantors shall, jointly and severally, indemnify the Purchaser Purchasers 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. In (a) Effective as of the event Closing, the Warrantors shall jointly and severally indemnify and hold harmless Purchaser, its Affiliates (which shall, after the Closing, include each Group Company) and their respective Representatives, successors and assigns (each, a “Purchaser Indemnitee”) against any losses, Liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing (collectively, “Losses”) actually incurred or suffered by such Purchaser Indemnitee as a result of: , arising out of or in connection with (i) any breach or violation of, or inaccuracy or misrepresentation in in, any representation or warranty made by any Warrantor contained in this Agreement (for the avoidance of doubt, including any lawsuits based on any conducts prior to this Agreement); and (ii) any breach or violation of, or failure to perform, any covenants or agreements made, and to be performed prior to the Closing, by any Warrantor in this Agreement, provided that, the Warrantors shall not be liable to Purchaser for indemnification under Section 11.2: (i) until the aggregate amount of all Losses requiring indemnification under Section 11.2(a) exceeds on a cumulative basis an amount equal to US$200,000 (the “Basket”), in which event each Warrantor shall be liable to the full extent of such Losses and not only the excess of the Basket; and (ii) on an aggregate cumulative basis in excess of the proceeds gained from selling any ADSs by the Warrantors (the “Cap”). (b) Effective as of the Closing, subject to Cap amount as set forth in Section 11.2(a)(ii), the Warrantors shall jointly and severally indemnify any Purchaser Indemnitee for any Loss suffered by such Purchaser Indemnitee as a result of or arising out of (i) any Group Company’s failure to withhold or pay any Tax in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) the breach PRC Companies’ failure to comply with any applicable Laws in relation to employment, including without limitation any non-payment or violation underpayment of any covenant or agreement by any Warrantor contained in this AgreementSocial Insurances before the Closing Date; and (iii) any Claim of Group Company’s failure to timely obtain any Consent from any competent Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the Closing, but in accordance with respect to a matter which occurred applicable Laws before the Closing, unless such matter has been disclosed Closing Date. The indemnification under this Section 11.2(b) shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule; Schedule or (ivotherwise) any Claims brought against the Purchaser or its officers or directors by any third party as a result and shall apply regardless 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”), whether the Warrantors shall, jointly and severally, have any actual 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 Foundersconstructive knowledge with respect thereto.

Indemnification by the Warrantors. In Each of the event of: Group Companies, the Founding Shareholders and the Founders (i) any breach or violation ofeach, 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 an “BreachIndemnifying Party”), the Warrantors shall, jointly and severally, or cause hereby agree to indemnify and hold harmless the other Warrantors toInvestor, cure such Breach (to and 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 BreachInvestor’s directors, the Warrantors shall, jointly and severally, indemnify the Purchaser and its Affiliates, limited partners, members, stockholdersofficers, employees, Affiliates, agents and representatives assigns (each, an “Indemnitee”) for against 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 toLosses, directly or indirectly, as a result of, or based upon or arising from any Breachinaccuracy in or breach or nonperformance of any of the representations, 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 thatwarranties, such Purchaser shall first seek indemnification from undertakings, covenants or agreements made by the Group Companies, the Founding Shareholders and/or the Founders in or pursuant to this Agreement and if any other Transaction Agreement (“Breach”), provided that the Investor shall have given the Company a written notice with respect to a Breach (a “Breach Notice”), setting forth in reasonable detail the specific facts and circumstances pertaining thereto, and requesting the Company to cure or rectify such breach within thirty (30) business days (“Cure Period”) from the date of such written notice, and the Company has failed to cure or rectify the breach within the Cure Period. For purposes of this Section, “Indemnifiable Loss” means, with respect to any Indemnitee, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Indemnitee, as incurred and (ii) any taxes (other than income tax) that may be payable by such Indemnitee as a result of the indemnification of any Indemnifiable Loss hereunder. Without limitation to the foregoing, in the event that there are any claims against the Indemnitee or a Group Companies are found liable Company by a third party (the “Third Party Claim”) arising from a Breach or any liabilities or potential liabilities of a Group Company that have not been disclosed to the Investor as of the date hereof, each Indemnifying Party, jointly and severally, hereby agrees to be solely responsible to such Purchaser Third Party Claim and do hold harmless any Indemnitee. The representations, warranties, covenants and agreements made by any Warrantor in or pursuant to this Agreement or any of the other Transaction Documents shall survive the Closing. The rights contained in this Section 9.18 shall not have sufficient resources (after liquidation, dissolution be deemed to preclude or similar act) otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to indemnify such Purchaser, such Purchaser may then seek indemnification from any misrepresentation. This Section 9.18 shall survive the FoundersClosing.

Indemnification by the Warrantors. In the event of: (ia) 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 (Subject to the extent that such Breach is curableprovisions of paragraph (c) to the satisfaction of the Purchaser within sixty (60) days following the Breach. After sixty (60) days following the Breachbelow, the Warrantors shall, jointly and severally, indemnify and hold harmless the Purchaser and Transferee, its Affiliates, limited partnersand their respective Representatives, memberssuccessors and assigns (collectively, stockholders, employees, agents and representatives (each, an the “IndemniteeTransferee Indemnified Parties”) for from and against the losses of the Transferee or its respective Affiliates and their respective Representatives, successors and assigns, suffered or incurred by any and of the aforementioned Persons, directly or indirectly, by reason of or in connection with all liabilities, losses, Liabilities, damages, liens, Claims, obligations, penalties, settlements, deficienciesclaims, costs and expenses, interest, awards, judgments and penalties (including without limitation reasonable advisor’s attorneys’ and consultants’ fees and other reasonable expenses of investigationexpenses, defense any Claims brought or otherwise initiated by any Person, losses caused to the Transferee by the Group Members’ losses and resolution loss or impairment of any Breach paidobtainable interests) (the “Transferee’s Losses”), sufferedregardless of whether the Transferee’s Losses have occurred before or after the Closing, sustained arising out of or resulting from : (i) the Warrantors’ breach of any statement, representation or warranty made by each of them under the Transaction Documents or the Deliverables; (ii) the Warrantors’ breach of any undertakings, covenants or agreements respectively made by them under the Transaction Documents; or (iii) all losses suffered or incurred by the Indemnitees Transferee Indemnified Parties by reason of any Claim, to the extent arising out of any act, omission, condition or Indebtedness of any Group Member or Warrantor occurring or existing prior to the Closing. (eachb) Subject to paragraph (c) below, an “Indemnifiable Loss”the Warrantors shall, jointly and severally, indemnify and hold harmless the Transferee Indemnified Parties from and against the Losses (whether occurring before or after the Closing), resulting caused to the Transferee Indemnified Parties, arising from, or arising out ofcaused by, the following matters existing before the Closing, whether disclosed or not: (i) any Group Member or major franchisee fails to obtain the approvals or permits or complete registrations necessary for its Business; or fails to conduct the Business in accordance with all Laws or Governmental Orders applicable to it; (ii) the conduct of the Business or the use of the Intellectual Properties by any Group Member conflicts with any third party’s Intellectual Properties, or due toany Group Member infringes upon or misappropriates any third party’s Intellectual Properties, directly or indirectlyany liabilities arising from data and network security defects of the Group Members; (iii) default on payment of wages or Social Security or other violation of the PRC labor Laws by the Group Members (including work hours arrangement of the Employee); (iv) indemnification liability arising from any material litigation or arbitration in relation to the Group Members; (v) any indemnification liability arising from insufficient insurance coverage of the Group Members; (vi) any losses arising from the Group Members’ violation of Anti-corruption Laws; (vii) any Indebtedness incurred by the Newco. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the Warrantors shall fully indemnify the Group Members against all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including the reasonable fees and expenses of attorneys and consultants, any BreachClaims brought or otherwise initiated by any Person, ALWAYS provided and any loss or impairment of obtainable interest) (the “Group Members’ Losses”) incurred due to the Warrantors’ breach of the provisions of Section 8.02 (a) and (b), after the Warrantors indemnify the Group Members for the Group Members’ Losses, the Transferee Indemnified Parties shall not claim indemnification from the Warrantors in accordance with this Section 8.02 again in respect of the same event. If the Warrantors fail to indemnify all of the Group Members within a reasonable time, the Transferee Indemnified Parties shall continue to have the right to request the Warrantors to indemnify all of its Transferee’s Losses in accordance with the provisions of this Section 8.02 (in such case, the Transferee’s Losses of the Transferee Indemnified Parties shall be equal to the aggregate amount of the Losses Group Members multiplied by 14.65%). However, with respect to the Warrantors’ breach of the provisions of Section 8.02 (a) and (b) resulting in Transferee Losses but not resulting in the Group Members Losses (for instance, the Warrantors’ breach of its Closing obligations), the Warrantors shall still indemnify the Transferee Indemnified Parties for the Transferee Losses in accordance with the provisions of this Section 8.02. (d) The Warrantors shall jointly and severally fully indemnify and hold harmless the Transferee Indemnified Parties from and against all Transferee’s Losses incurred by the Transferee Indemnified Parties due to their violation of the provisions of Section (a) and (b) of Section 8.02 under this Section 8.02. (e) The Parties hereby agree that the Transferee shall have the right to deduct any amount of indemnification payable by the Warrantors to the Transferee Indemnified Parties under this Agreement from the Transfer Price payable to De Yin Investment (unless the circumstance of indemnification only occurs under the circumstances set forth in this Section 8.02(c) and the Warrantors have already indemnified all Group Members’ Losses in accordance with this Agreement. (f) The Parties hereby acknowledge and agree that the indemnification provisions of Sections 8.02 shall be the sole and exclusive remedy of the Transferee for any breach by any other Party of the representations and warranties in the Transaction Documents or for any failure by any other Party to perform and comply with any covenants and agreements in the Transaction Documents. However, if the Warrantors fail to perform their obligations hereunder with respect to the delivery of the equity interest (including without limitation, failure to perform the Closing obligations or willfully cause the Closing conditions set forth in Section 3.02 not to be satisfied for the purpose of not performing of the Closing obligations, in addition to the indemnification specified in Section 8.02, the Transferee may seek any and all other rights or remedies available under any other Transaction Documents or applicable Laws, including but not limited to specific performance. (g) The Parties hereby agree that, for the purpose of the indemnification liabilities under this Section 8.02, (A) unless the Group Members’ Losses or the Transferee’s Losses exceed RMB1,000,000 due to a single breach of this Agreement by the Warrantors; or (B) unless the Group Members’ Losses or the Transferee’s Losses exceed RMB5,000,000 due to a specific type of breach of this Agreement by the Warrantors (for the avoidance of doubt, the amounts of losses arising from identical or similar matters, facts or circumstances shall be aggregated, for instance, each sub-section under Section 8.02(b) is treated as a separate type) or (C) unless the amount of the Group Members’ Losses or the Transferee’s Losses exceeds RMB50,000,000 due to the breach of this Agreement by the Warrantors, the Warrantors shall not be obliged liable 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 CompaniesMembers or the Transferee Indemnified Parties for this Section 8.02. For the avoidance of doubt, the foregoing amount is the threshold amount that each Warrantor shall indemnify the Group Members or Transferee Indemnified Parties, and if once such threshold amount is reached, each Warrantor shall be fully liable for indemnifying the Group Companies are found liable to such Purchaser and do not have sufficient resources (after liquidation, dissolution Members’ Losses or similar act) to indemnify such Purchaser, such Purchaser may then seek indemnification from Transferee’s Losses suffered by the FoundersGroup Members or the Transferee Indemnified Parties.

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 shallThe Warrantors, 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, shall indemnify the Purchaser and its Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) Purchasers for any and all losses, Liabilitiesliabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation diminution in value of the Preferred Shares and reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paidof the foregoing (but excluding any other consequential, suffered, sustained speculative or punitive damages) incurred by any Purchaser as a result of any breach or violation of any representation or warranty made by any of the Indemnitees Warrantors or any breach by any of the Warrantors of any covenant or agreement contained herein or in any of the other Transaction Agreements (each, an “Indemnifiable Loss”). Without limiting the generality of the foregoing, resulting from, or arising out of, or due to, directly or indirectlynotwithstanding any disclosure set forth in Section 3.13 of the Disclosure Schedule, any BreachWarrantors shall also indemnify for the Purchasers for any Indemnifiable Losses incurred by such Purchasers as a result of or in connection with any of the Actions subject to Section 3.13 hereof. If any Purchaser believes that it has a claim that may give rise to an indemnity obligation hereunder, ALWAYS provided that it shall give prompt notice thereof to the Warrantors and the other Purchasers stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted provided, that for the purposes of this Section 8.1, any notice delivered to the Company and Sohu shall be deemed to have been delivered to all of the Warrantors. No such claim shall be settled or resolved without the consent of the Company and Sohu. The rights contained in this Section 8.1 shall not be obliged deemed to indemnify preclude or otherwise limit in any Indemnitee way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. The rights contained in this Section 8.1 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation; provided that (i) no Purchaser shall attempt to collect any Indemnifiable Loss from Sohu unless and until such Purchaser has exhausted all remedies against the other Warrantors for such Indemnifiable Loss and (ii) the aggregate liability for all the Warrantors for Indemnifiable Losses shall not exceed the amount of the aggregate Purchase Price. Except with respect to Indemnifiable Losses incurred as a result of any breach or violation by Sohu, Sohu shall not be obligated to pay any Indemnifiable Loss exceeds US$50,000; further provided that, to a Purchaser unless and until the other Warrantors have not paid such amount within thirty (30) days delivery of written request for payment by such Purchaser to the Company and Sohu; provided, that after such thirty (30) day period Sohu shall first seek indemnification from the Group Companies, and if the Group Companies are found liable be obligated to pay such Purchaser and do not have sufficient resources (after liquidation, dissolution or similar act) to indemnify amount in full upon receipt of written request by such Purchaser, such Purchaser may then seek indemnification from the Founders.

Indemnification by the Warrantors. In From and after the event of: Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless (to the fullest extent permitted by applicable Law) the Purchaser Indemnitees from and against all Purchaser Losses directly arising out of or relating to: (i) any breach or violation of, or inaccuracy or misrepresentation in any untrue representation or warranty made by or breach thereof set forth in ARTICLE III or any Warrantor contained in this Agreement; Transaction Documents; (ii) the any breach or violation non-fulfillment of any covenant or agreement obligation to be performed by any Warrantor contained in this Agreement; under the Transaction Documents; (iii) any Claim Tax obligations of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Governmental Authority or third party or any Liability Straddle Period through the end of any Group Companythe Closing Date, 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 (except to the extent that such Breach is curableTaxes are reserved in the Financial Statements; provided that, in the case of any Straddle Period, (A) the amount of any Taxes of the Group Companies based upon or measured by net income or gain which relate to the satisfaction portion of the Purchaser within sixty Straddle Period through the end of the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing Date, and (60B) days following the Breach. After sixty amount of any other Taxes of the Group Companies which relate to the portion of the Straddle Period through the end of the Closing Date will be determined according to an interim closing of the books to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (60except to the extent that such Taxes are reserved for in the Financial Statements) days following the Breachmultiplied by a fraction, the Warrantors shallnumerator of which is the number of days in the portion of the Straddle Period through the end of the Closing Date and the denominator of which is the number of days in such Straddle Period; (iv) any Liability and Legal Proceeding relating to any completed or proposed coin, 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 fromtoken, or arising out ofcryptocurrency offering or sales or similar financing by any Group Company or Warrantor; or (v) any payment obligations and commitments that are outside of the Group Companies’ ordinary course of business and have not been disclosed or included in the Target Company’s Financial Statements. For the avoidance of doubt, or due to, directly or indirectly, the indemnity obligation of each Warrantor towards any Breach, ALWAYS provided that the Warrantors Purchaser Indemnitees with respect to Item (iii) above shall not be obliged affected or prejudiced by the fact that such matter may be disclosed 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 in the Group Companies, and if the Group Companies are found liable to such Purchaser and do not have sufficient resources (after liquidation, dissolution Disclosure Schedule or similar act) to indemnify such Purchaser, such Purchaser may then seek indemnification from the Foundersotherwise.

Indemnification by the Warrantors. In the event of: (i) Each Warrantor hereby agrees to jointly and severally indemnify, defend and hold harmless the Investor, and such Investor’s directors, employees, Affiliates, agents, advisors, auditors, assigns and transferees (each an “Indemnitee”), from and against any breach and all Indemnifiable Losses suffered by such Indemnitee, directly or violation indirectly, as a result of, or based upon or arising from (a) any inaccuracy in or misrepresentation breach or nonperformance of any of the representations, warranties, covenants or agreements in or pursuant to any representation or warranty made of the Transaction Documents by the parties thereto (other than the Investor) and (b) any violation of Order No. 10, SAFE Rules and Regulations by any Warrantor contained in this Agreement; (ii) or a Security Holder thereof or any non- compliance with all Laws and Contracts relating to the breach or violation provision of any covenant or agreement form of Social Insurance by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any the Group Company, regardless whether arising before such violation or after the Closing, but with respect to a matter which occurred before the Closing, unless such matter noncompliance has been disclosed in the Disclosure Schedule; or . (ivii) Each Warrantor hereby agrees to jointly and severally indemnify and hold harmless Investor from and against (a) any Claims brought against the Purchaser or its officers or directors Taxes imposed on such Investor by any third party PRC Governmental Authority in connection with its investment in the Company, and (b) any Indemnifiable Loss attributable to (x) any Taxes (or the non-payment thereof) of any Group Company for all taxable periods ending on or before the Closing and the portion through the end of the Closing for any taxable period that includes (but does not end on) the Closing and (y) any liability for any Taxes of any other Person imposed by any Governmental Authority on any Group Company as a result of any act transferee, successor, withholding agent, accomplice, or omission by any Warrantor party providing conveniences in connection with an event or its directors in breach of its obligations under transaction occurring before the Transaction Documents (each of (i), (ii), Closing. (iii) or Any Party seeking indemnification with respect to any Indemnifiable Loss (iv), a an “BreachIndemnified Party”) shall give written notice to the party required to provide indemnity hereunder (the “Indemnifying Party”), 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.