Common use of Indemnification by the Warrantors Clause in Contracts

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.

Appears in 5 contracts

Samples: Share Subscription Agreement, Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)

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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 each Investor 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 such Investor 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 such Investor hereunder; and (b) any breach of any covenant of any WarrantorWarrantor (other than any covenant that is specifically made only in favor of another Investor).

Appears in 2 contracts

Samples: Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)

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