Common use of Indemnification by Warrantors Clause in Contracts

Indemnification by Warrantors. From and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, 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 Purchaser Indemnitees (hereinafter “Losses”) arising out of: (i) any inaccuracy in or breach of any representation or warranty with respect to the Group Companies set forth in Article III, any representation or warranty with respect to the Warrantors set forth in Article IV, or any other representations, warranties or statements set forth in the other certificates, schedules or other Transaction Documents delivered by or on behalf of any Warrantor hereunder; (ii) any breach or non-fulfillment of any covenant or obligation to be performed by the Company prior to Closing or any Warrantor under this Agreement or any other Transaction Document; (iii) any Tax obligations of the Purchaser, its Affiliates or the Group Companies arising from (any other failure of any Group Company or the Warrantors to properly withhold or pay to any Tax authority amounts required to be withheld or paid by it pursuant to applicable Laws (including, for the avoidance of doubt, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (iv) any Tax of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated 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 portion of the Straddle Period through the end of the Closing Date will be determined based on the Closing Statement, and (B) the 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 based on the Closing Statement to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements) multiplied by a fraction, the numerator 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; (v) any inaccuracy in or breach of any representation or warranty set forth in Section 3.11(b), Section 3.15, Section 3.16, or Section 3.17 (including the non-payment or underpayment of social insurance and/or housing fund contributions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(v), in determining the existence of such breach and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (vi) any and all claims and Legal Proceedings against any Group Company arising out of or in connection with such Group Company’s infringement of any third party’s rights (including without limitation Intellectual Property rights) that occurred or existed within three (3) years prior to the Closing, disregarding, for the purposes of this Section 9.2(a)(vi), in determining the existence and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; and (vii) failure by certain individuals to fully repay the loan extended by Ningbo Youmai when due in the amount of RMB5,000,000.

Indemnification by Warrantors. From Effective at and after the First Closing, each of the Warrantors shallhereby, severally jointly and jointlyseverally, indemnifyindemnifies each Investor, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and assigns assignees (collectivelyeach, the a “Purchaser IndemniteesIndemnified Party”) against and agrees to hold each Indemnified Party harmless from any and against all Liabilitiesdamage, lossesloss, damages, claims, costs liability and expenses expense (including reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses incurred in connection with any action, suit or proceeding whether involving a third party claim or a claim solely among the investigation or defense of any of parties hereto) (the same or in responding to or cooperating with any governmental investigation“Damages”), interest, awards, judgments, fines and penalties incurred or suffered or incurred by the Purchaser Indemnitees (hereinafter “Losses”) each Indemnified Party arising out of, relating to or in connection with, directly or indirectly: (ia) any inaccuracy in misrepresentation or breach of warranty (the amount of Damages (but not breach or misrepresentation)) determined without regard to any representation qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard) (each such misrepresentation and breach of warranty a “Warranty Breach”), provided that with respect to indemnification by any Warrantor for Warranty Breach pursuant to this Section, the Group Companies set forth in Article III, any representation or warranty Warrantors shall not be liable unless the aggregate amount of Damages with respect to such Warranty Breach exceeds RMB20 million (the “Basket”) and then the Warrantors set forth shall be liable for all Damages including the Basket, provided further that the limitation in Article IV, this ‎Section 9.02(a) shall not apply to any breach of or inaccuracy in any other representations, warranties or statements set forth in Fundamental Representation made by the other certificates, schedules or other Transaction Documents delivered by or on behalf of any Warrantor hereunder;Warrantors. (iib) any breach or non-fulfillment of any covenant or obligation agreement made or to be performed by the Company prior Warrantors pursuant to Closing or any Warrantor under this Agreement or any other Transaction DocumentAgreement; (iiic) any Tax obligations Taxes assessed against or incurred by any Indemnified Party due to, arising out of or as a result of the Purchaserfailure by any of the Warrantors or any Group Companies to pay Taxes or file any Tax return due prior to each Closing Date or to pay, its Affiliates and the failure by any Indemnified Party to withhold or to assist in withholding from payments to any of the Warrantors or any Group Company, any applicable Taxes in connection with or related to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, or the Group Companies arising from (Reorganization, including Taxes related to Circular 698 and Circular 7, including any other failure additional Taxes assessed against or incurred by the Indemnified Parties upon any transfer of any Equity Securities in or assets of any Group Company as a result of a determination by any Governmental Authority that the Tax basis assigned to the Shares; (d) any monetary penalties and fines (including interests or other amounts in connection therewith) assessed by a Governmental Authority due to, arising out of or as a result of the Warrantors failure by any shareholder of the Company to properly withhold comply with any and all rules and regulations of SAFE (including Circular 37) or pay to successfully update any filings or registrations required by such rules and regulations to give effect to the transactions contemplated by this Agreement and the other Transaction Documents; (e) any monetary penalties and fines (including interests or other amounts in connection therewith) assessed by a Governmental Authority due to, arising out of or as a result of breach or incompliance with any Applicable Law with respect to any material Permit as required for or in connection with the business conducted by any Group Company, including the courier business license and the road transportation license; (f) any payments, monetary penalties and fines (including interests or other amounts in connection therewith) assessed by a Governmental Authority or any other payments paid by any Group Company due to, arising out of or as a result of breach or incompliance with any Applicable Law with respect to employment and labor matters; and (g) any Taxes imposed on or with respect to a Group Company with respect to any Tax authority amounts required period ending on or prior to be withheld or paid by it pursuant each Closing Date and with respect to applicable Laws (including, for the avoidance of doubtany Tax period that begins prior to such Closing Date and ends thereafter, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (iv) any Tax of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated 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 allocable to the portion of the Straddle Period through period ending on such Closing Date; provided that (i) any Tax based on or measured by income or receipts of a Group Company shall be allocated among the end respective portions of the period based on an interim closing of the books as of the close of business on the day of such Closing Date will be determined based on the Closing Statement, and (Bii) the amount of any other Taxes of the a Group Companies which relate Company allocable to the portion of the Straddle Period through the end of the period ending on such Closing Date will be determined based on the Closing Statement to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements) Tax period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period through the end of the period ending on such Closing Date and the denominator of which is the number of days in such Straddle Period; Tax period. Notwithstanding the foregoing, the maximum liability of the Indemnified Parties (vin the absence of fraud or gross negligence on the part of all Indemnifying Parties) any inaccuracy in or breach shall not exceed $300 million. The amount of any representation or warranty set forth Damages payable under this ‎Section 9.02 shall be net of any amounts actually recovered by the Indemnified Party from any Person other than the Indemnifying Parties, if any. Without prejudicing the maximum amount of $300 million prescribed in Section 3.11(b)the foregoing paragraph, Section 3.15, Section 3.16, or Section 3.17 (including the non-payment or underpayment of social insurance and/or housing fund contributions prior to the Closing), disregarding, sole and exclusive recourse for the purposes of this Section 9.2(a)(v), in determining indemnification for the existence of such breach and the aggregate amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (vi) Damages incurred or suffered by any and all claims and Legal Proceedings against Indemnified Parties for which any Group Company arising out of or in connection with such Group Company’s infringement of any third party’s rights (including without limitation Intellectual Property rights) that occurred or existed within three (3) years prior Principal shall be liable pursuant to this ‎Section 9.02 shall be limited to the Closing, disregarding, for the purposes of this Section 9.2(a)(vi), in determining the existence and the amount of Losses relating thereto, any disclosure contained Equity Securities in the Disclosure Schedule; and (vii) failure Group Companies held by certain individuals to fully repay the loan extended by Ningbo Youmai when due in the amount of RMB5,000,000such Principal.

Indemnification by Warrantors. From Subject to Section 9.1, without limiting any other remedy the Purchaser, the Issuer and the Domestic Purchaser may have, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser, the Issuer, the Domestic Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, 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 Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Losses”) ), arising out ofof or relating to: (i) any inaccuracy in or breach of any representation or warranty with respect to the Group Companies set forth in Article III, III and any representation or warranty with respect to the Warrantors Selling Shareholders set forth in Article IV, or any other representations, warranties or statements set forth in the other certificates, schedules or other Transaction Documents documents delivered by or on behalf of any Warrantor hereunder; (ii) any breach or non-fulfillment of any covenant or obligation to be performed by the Company prior to Closing or any Warrantor under this Agreement Agreement, or by any Warrantor under any other Transaction Document; (iii) any Tax obligations of the Purchaser, the Issuer, the Domestic Purchaser its Affiliates or the Group Companies arising from (any other the failure of any Group Company or the Warrantors Selling Shareholders to properly withhold or pay to any Tax authority amounts required to be withheld or paid by it pursuant to applicable Laws (including, for the avoidance of doubt, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this comply with their obligations under Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule6.8; (iv) any liability incurred by any Group Company arising in respect of, by reference to or in consequence of any other non-compliance with any applicable Law; (v) any liability incurred by any of the Key Employees due to violation of any non-competition agreement, intellectual property agreement, confidentiality agreement or any other agreements with any third party which any of the Key Employees directly or indirectly holds or held any interest in or was previously employed, rendered service for, or otherwise cooperated with; (vi) any liability attributable to the infringement, violation or misappropriation of any Intellectual Property rights of any third party by any Group Company; (vii) any liability attributable to non-compliance of social insurance and housing fund contributions, or the non-payment or underpayment thereof of any Group Company; (viii) any inaccuracy in or breach of any representation or warranty with respect to Tax obligation of the Group Companies under Section 3.14 and any Tax obligations of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated 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 portion of the 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 StatementDate, and (B) the 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 based on according to an interim closing of the Closing Statement books to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements) multiplied by a fraction, the numerator 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; (vix) any inaccuracy in payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar Contracts to which any Group Company was obligated, or was a party, on or prior to the Closing Date; and (x) any breach of any representation or warranty the representations and warranties set forth in Section 3.11(b), Section 3.15, Section 3.16, or Section 3.17 (including the non-payment or underpayment of social insurance and/or housing fund contributions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(v), in determining the existence of such breach and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (vi) any and all claims and Legal Proceedings against any Group Company arising out of or in connection with such Group Company’s infringement of any third party’s rights (including without limitation Intellectual Property rights) that occurred or existed within three (3) years prior to the Closing, disregarding, for the purposes of this Section 9.2(a)(vi), in determining the existence and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; and (vii) failure by certain individuals to fully repay the loan extended by Ningbo Youmai when due in the amount of RMB5,000,000.

Indemnification by Warrantors. From Subject to Section 9.1, without limiting any other remedy the Purchaser may have, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, 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 Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Losses”) ), arising out ofof or relating to: (i) any inaccuracy in or breach of any representation or warranty with respect to the Group Companies set forth in Article III, III and any representation or warranty with respect to the Warrantors Founders set forth in Article IV, or any other representations, warranties or statements set forth in the other certificates, schedules or other Transaction Documents documents delivered by or on behalf of any Warrantor hereunder; (ii) any breach or non-fulfillment of any covenant or obligation to be performed by the Company prior to Closing or any Warrantor under this Agreement Agreement, or by any Warrantor under any other Transaction Document; (iii) any inaccuracy in or breach of any representation or warranty with respect to Tax obligations obligation of the Purchaser, its Affiliates or the Group Companies arising from (any other failure of any Group Company or the Warrantors to properly withhold or pay to under Section 3.14 and any Tax authority amounts required to be withheld or paid by it pursuant to applicable Laws (including, for the avoidance of doubt, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (iv) any Tax obligations of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated 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 portion of the 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 StatementDate, and (B) the 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 based on according to an interim closing of the Closing Statement books to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements) multiplied by a fraction, the numerator 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; (viv) any inaccuracy in or breach of any representation or warranty the representations and warranties set forth in Section 3.11(b), Section 3.15, Section 3.16, or Section 3.17 (including the non-payment or underpayment of social insurance and/or housing fund contributions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(v), in determining the existence of such breach and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; (vi) any and all claims and Legal Proceedings against any Group Company arising out of or in connection with such Group Company’s infringement of any third party’s rights (including without limitation Intellectual Property rights) that occurred or existed within three (3) years prior to the Closing, disregarding, for the purposes of this Section 9.2(a)(vi), in determining the existence and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule; and (vii) failure by certain individuals to fully repay the loan extended by Ningbo Youmai when due in the amount of RMB5,000,000.,

Indemnification by Warrantors. From Subject to Section 10.1, without limiting any other remedy the Purchaser may have, from and after the Closing, each of the Warrantors shall, severally and jointly, indemnify, defend and hold harmless the Purchaser and its Affiliates (including, for the avoidance of doubt, the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, 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 Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Losses”) ), arising out ofof or relating to: (i) any inaccuracy in or breach of any representation or warranty with respect to the Group Companies set forth in Article III, any representation or warranty with respect to the Warrantors Founder Shareholder set forth in Article IV, any representation or warranty with respect to the Founders set forth in Article V, or any other representations, warranties or statements set forth in the other certificates, schedules or other Transaction Documents documents delivered by or on behalf of any Warrantor hereunder; (ii) any breach or non-fulfillment of any covenant or obligation to be performed by the Company prior to Closing or any Warrantor under this Agreement Agreement, or by any Warrantor under any other Transaction DocumentDocument (including, for the avoidance of doubt, those relating to the transactions contemplated by Section 7.18); (iii) any Tax obligations of the Purchaser, its Affiliates or the Group Companies arising from (any other the failure of any Group Company or the Warrantors Founder Shareholder to properly withhold or pay to any Tax authority amounts required to be withheld or paid by it pursuant to applicable Laws (including, for the avoidance of doubt, any Tax liabilities incurred during the post-Closing winding-up of any Group Company that may be attributed to the Warrantors’ or such Group Company’s actions or inactions prior to the Closing), disregarding, for the purposes of this comply with its obligations under Section 9.2(a)(iii), in determining the existence of such failure and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule7.8; (iv) any Tax obligations of the Group Companies for all taxable periods ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date, except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated 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 portion of the 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 StatementDate, and (B) the 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 based on according to an interim closing of the Closing Statement books to the greatest extent possible, and otherwise shall be deemed to be the amount of such Tax for the entire Straddle Period (except to the extent that such Taxes are reflected, accrued or reserved for in the Interim Consolidated Financial Statements) multiplied by a fraction, the numerator 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; (v) any inaccuracy in payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or breach of similar Contracts to which any representation or warranty set forth in Section 3.11(b), Section 3.15, Section 3.16Group Company was obligated, or Section 3.17 (including the non-payment was a party, on or underpayment of social insurance and/or housing fund contributions prior to the Closing), disregarding, for the purposes of this Section 9.2(a)(v), in determining the existence of such breach and the amount of Losses relating thereto, any disclosure contained in the Disclosure Schedule;Closing Date; and (vi) any breach of the representations and all claims and Legal Proceedings against any Group Company arising out of warranties set forth in Section 3.16, Notwithstanding anything to the contrary herein or in connection with such Group Company’s infringement of any third party’s rights other Transaction Documents, (including without limitation Intellectual Property rightsA) that occurred or existed within three (3) years prior to the Closing, disregarding, for Warrantors shall not be liable unless the purposes of this Section 9.2(a)(vi), in determining the existence and the aggregate amount of Losses relating theretoof the Purchaser Indemnitees exceeds US$100,000, any disclosure contained in and (B) the Disclosure Schedule; and (vii) failure by certain individuals to fully repay Warrantors’ aggregate maximum liability under this Agreement and other Transaction Documents shall not exceed the loan extended by Ningbo Youmai when due in the aggregate amount of RMB5,000,000the Purchase Price of the Warrantors.