Indemnification Obligations of the Seller. The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates, each of their respective officers, -52- 57 directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to:
(a) any Excluded Liability;
(b) [INTENTIONALLY OMITTED];
(c) any breach or inaccuracy of any representation or warranty (other than with respect to Section 3.18(m)) made by the Seller in this Agreement or in the Seller Ancillary Documents without regard to qualifications with respect to materiality, Seller Material Adverse Effect or similar phrases contained therein;
(d) any breach or inaccuracy of any representation or warranty made by the Seller in Section 3.18(m) or in Section 3.18(m) of the Seller Disclosure Letter, without regard to qualifications with respect to knowledge, materiality, Seller Material Adverse Effect or similar phrases contained therein; provided, however, that the obligation of the Seller to indemnify the Purchaser pursuant to this Section 9.1(d) shall be reduced on a dollar for dollar basis to the extent that unpaid software license fees which cause a breach or inaccuracy of Section 3.18(m) or Section 3.18(m) of the Seller Disclosure Letter have actually been paid or are subsequently paid by a third party pursuant to the terms of such Assumed Contract;
(e) any breach of any covenant, agreement or undertaking made by the Seller in this Agreement or in the Seller Ancillary Documents;
(f) any fraud, willful misconduct or bad faith of the Seller in connection with this Agreement or the Seller Ancillary Documents;
(g) any provision of any Environmental Law and arising out of or relating to (i) any act or omission of the Seller, or its employees, agents or representatives or (ii) the ownership, use, control or operation on or prior to the Closing Date of the real property or any plant, facility, site, area or property used in the business of the Seller (whether currently or previously owned or leased by the Seller), including, without limitation, arising from any release of any Hazar...
Indemnification Obligations of the Seller. The Seller shall indemnify the Purchaser and its Affiliates (including, after the Closing, the Company), and each of their respective officers, directors, employees, agents, representatives, successors and assigns (each an “Indemnitee”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse any Indemnitee as and when incurred for, all Losses which any Indemnitee may suffer, sustain or become subject to as a result of:
(a) any breach of any representation or warranty made by the Seller in Article II or Article III of this Agreement or in any related schedule or exhibit attached to this Agreement (determined in each case without giving effect to any “knowledge,” “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein);
(b) any nonfulfillment or breach of any covenant, agreement or other provisions by or in respect of the Seller under this Agreement;
(c) any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser;
(d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates);
(1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered into, on or prior to the Closing Date, whether such Taxes arise before or after the Closing Date, (2) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies), as a result of transactions or events occurring, or contracts or agreements entered into by the Seller or any Seller Group Company (including under the Restructuring) on or prior to the Closing Date, or as a r...
Indemnification Obligations of the Seller. Subject to the other provisions of this Article 7, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates and, to the extent named in any Third Party Action, any of the Purchaser's or its Affiliates' employees (other than Transferring Employees themselves with respect to their actions or inactions on or prior to their Employment Transfer Date), officers or directors (collectively, the "PURCHASER INDEMNITEES") from and against any Losses that any Purchaser Indemnitee may suffer, sustain or become subject to, as a result of:
Indemnification Obligations of the Seller. From and after the date hereof and subject to the provisions of this section 8, the Seller shall indemnify the Purchaser and hold harmless the Purchaser from and against any Damages actually suffered, paid or required to be paid by the Purchaser as a result of (i) any inaccuracy or breach of any representation or warranty set forth in section 6, or of (ii) any breach of any covenant, agreement or other undertaking of the Seller contained in this Agreement.
Indemnification Obligations of the Seller. From and after the Closing, subject to the limitations set forth in Sections 5.2.2, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including, after the Closing, the Group Companies), and each of its and their officers, directors, employees, agents, representatives, successors and permitted assigns (each a “Purchaser Indemnitee”), from and against, all Losses which any Purchaser Indemnitee may suffer, sustain or become subject to, as and when incurred, as a result of:
(a) any breach or inaccuracy of any representation or warranty made in Article II or Article III of this Agreement;
(b) any breach of any covenant or agreement made by or in respect of the Seller under this Agreement;
(c) any and all Pre-Closing Taxes.
Indemnification Obligations of the Seller. From and after the Closing and during the applicable survival periods, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from:
(a) any inaccuracy in or breach of any representation or warranty of the Seller set forth in this Agreement (without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein for purposes of determining whether there is a breach and the amount of Losses resulting from, arising out of or relating to such breach) or any certificate executed by the Seller for the benefit of the Purchaser delivered in connection herewith;
(b) any breach by the Seller of any covenant, agreement, obligation or undertaking of the Seller set forth in this Agreement; and
(c) the Excluded Liabilities or the Excluded Assets. The Losses of the Purchaser Indemnified Parties described in this Section 10.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as “Purchaser Losses”.
Indemnification Obligations of the Seller. Seller shall indemnify the Purchaser and its Affiliates, shareholders, partners, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) and save and hold each of them harmless for any loss, liability, action, cause of action, cost, damage or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in, defense or settlement of any of the foregoing) (collectively, “Losses”, and each a “Loss”), which any such Purchaser Indemnified Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of:
(i) any facts or circumstances which constitute a breach of any representation or warranty of the Seller under this Agreement, or in any of the certificates or other instruments or documents furnished by the Seller pursuant to this Agreement; or
(ii) any nonfulfillment or breach of any covenant, agreement or other provision by Seller under this Agreement.
Indemnification Obligations of the Seller. From and after the Closing, subject to the limitations set forth in Sections 5.2.2 and 5.2.3, the Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including, after the Closing, the Company), and each of its and their officers, directors, employees, agents, representatives, successors and permitted assigns (each an “Indemnitee”), from and against, all Losses which any Indemnitee may suffer, sustain or become subject to, as and when incurred, as a result of:
(a) any breach of any representation or warranty made in Article II or Article III of this Agreement (determined (a) for purposes of calculating any Losses in each case without giving effect to any “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import and (b) in the case of Section 3.19.1, without giving effect to the matters set forth in clauses (ii) and (vii) on Section 3.19 of the Seller Disclosure Schedules);
(b) any breach of any covenant or agreement made by or in respect of the Seller under this Agreement;
(c) any claim by any Person with respect to, or arising as a result of, any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser;
(d) (1) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (2) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on Purchaser or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries), as a result of transactions or events occurring, or contracts or agreements entered into, on or prior to the Closing Date, or as a result of any of the Company or its Subsidiaries being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any PRC Taxes that are primarily imposed on the Seller as a matter of PRC tax law but are imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) as a result of the transactions contemplated by this Agreement or the other Transaction Agreements and a failure by the Seller to pay such PRC Taxes; and
(e) the representations and warranties contained in Section 3.24 being inaccura...
Indemnification Obligations of the Seller. (a) Subject to the provisions of this Article X, from and after the Closing, the Seller shall indemnify and hold harmless from the Indemnity Escrow Fund each of the Buyer Indemnified Parties from, against and in respect of any and all Losses arising out of:
(i) any breach, or the failure to be true and correct, of any representation or warranty made by the Company in Article III or by the Seller in Article IV;
(ii) any breach of any covenant, agreement or undertaking made by the Seller or, prior to the Closing, the Company, in this Agreement; and
(iii) any unpaid Transaction Expenses, Indebtedness as of the Effective Time and/or Change of Control Payments, in each case to the extent not paid or taken into account in the determination of the Closing Date Indebtedness Statement, the Closing Date Financial Certificate or the Final Closing Statement pursuant to Article II.
(b) The Losses of the Buyer Indemnified Parties described in this Section 10.1 as to which the Buyer Indemnified Parties are entitled to indemnification are collectively referred to as “Buyer Losses”. Notwithstanding any other provision in this Agreement to the contrary, for the sole purpose of determining the amount of Buyer Losses resulting from a breach or inaccuracy of a representation or warranty set forth in Article III or Article IV, except as set forth in Section 3.8(b), any materiality or Material Adverse Effect qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnification hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty); provided, however, that for the avoidance of doubt, any such qualifiers or words of similar import shall be taken into effect when determining if such a breach or inaccuracy of a representation or warranty has occurred or exists.
Indemnification Obligations of the Seller. Each of the Seller Parties, on a joint and several basis, shall indemnify and hold harmless the Buyer and its Affiliates (and the officers, directors, managers, equity holders, employees and agents of each of them) (collectively, the “Buyer Indemnitees”) for, and shall pay to such Persons, any and all actual loss, liability, claim, damage and expense (including the cost of investigation and reasonable attorneys’ fees and expenses), whether or not involving a third-party claim (collectively, the “Damages”), without duplication, arising, directly or indirectly, from or in connection with:
(a) Any breach or alleged breach of any representation or warranty of any Seller Party contained in this Agreement or in any agreement or instrument executed and delivered pursuant to this Agreement;
(b) Any breach or alleged breach of any covenant or agreement of any Seller Party contained in this Agreement or in any agreement or instrument executed and delivered pursuant to this Agreement; and
(c) Any claims for any Excluded Liability, including without limitation any Excluded Liability that becomes, or is alleged to become, a liability of the Buyer under any bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of law.
