Common use of Indemnification Obligations of the Seller Parties Clause in Contracts

Indemnification Obligations of the Seller Parties. The Seller Parties will, jointly and severally, indemnify the Purchaser, Holdings, their respective Affiliates and each of their respective equityholders, directors, limited liability company managers or equivalent governing authorities, partners, officers, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all losses, liabilities, Proceedings, inquiries, investigations, audits, assessments, levies, fines, penalties, judgments, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“Damages”), provided, however, that “Damages” shall exclude damages based on any punitive damages except to the extent such punitive damages are payable to a third party by reason of a Third-Party Claim, sustained or incurred by any Purchaser Indemnitee arising from or related to: (a) any inaccuracy in or breach of the representations and warranties in Article III and Article IV, in each case without giving effect to any “materiality”, “material adverse effect” or similar qualifications therein for purposes of calculating the Damages associated with such breach, (b) the ownership or operation of any Seller and/or the Business prior to the Closing, (c) the professional negligence of any Seller or any of its Providers (including Owner) and/or Personnel committed prior to the Closing, (d) any breach by the Seller Parties of, or failure by the Seller Parties to comply with, any of their covenants or obligations under this Agreement or the other Seller Documents, or (e) without being limited by Section 9.1(a) though Section 9.1(d) and without regard to the fact that any item referred to in this Section 9.1(e) may be disclosed in the Disclosure Schedule or any documents included or referred to therein or otherwise known to the Purchaser or its Affiliates as of the Closing, any liability arising from or related to: (i) any Indemnified Taxes, (ii) any pre-Closing Indebtedness and any Transaction Expenses incurred by any Seller Party, (iii) any Excluded Assets or Excluded Liabilities, and (iv) any Transaction Expenses specifically incurred by the Owner. 9.2

Indemnification Obligations of the Seller Parties. The Each Seller Parties will, Party will jointly and severallyseverally indemnify, indemnify the Purchaserdefend and hold harmless Buyer and its Affiliates, Holdings, their respective Affiliates and each of their respective equityholdersofficers, directors, limited liability company managers or equivalent governing authoritiesemployees, partnersagents and representatives and each of the heirs, officersexecutors, successors and permitted assigns of any of the foregoing (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) from from, against and against in respect of any and all losses, liabilities, Proceedingsdamages, inquiriesdemands, investigationslost profits, auditsclaims, suits, actions, judgments or causes of action, assessments, levies, fines, penalties, judgments, damages, costs and expenses (including reasonable interest, penalties, attorneys’, accountants’, investigators’ and experts’ fees and expenses) any and all expenses incurred in connection with the defense investigating, preparing or investigation defending against any litigation, commenced or threatened, or any claim), and any and all amounts paid in settlement of any claim or litigation (collectively, “Damages”), providedasserted against, howeverresulting to, that “Damages” shall exclude damages based on any punitive damages except to the extent such punitive damages are payable to a third party by reason of a Third-Party Claim, sustained imposed upon or incurred or suffered by any Purchaser Indemnitee Buyer Indemnified Party, directly or indirectly, as a result of or arising from or related to: any of the following: (a) any inaccuracy in or breach or nonfulfillment of, or any alleged inaccuracy in or breach or nonfulfillment of, any of the representations and or warranties made by the Seller Parties in Article III and Article IV, this Agreement or in each case without giving effect to any “materiality”, “material adverse effect” or similar qualifications therein for purposes of calculating the Damages associated with such breach, Additional Documents; (b) the ownership any breach or operation of non-performance of, or any alleged breach or non-performance of, any covenant, agreement or undertaking made by any Seller and/or Party in this Agreement or in the Business prior to the Closing, Additional Documents; (c) the professional negligence of any Seller or any of its Providers (including Owner) and/or Personnel committed prior to the Closing, Retained Liability; or (d) any breach by of the Seller matters described in Schedule 9.2(d). The Damages of the Buyer Indemnified Parties of, or failure by the Seller Parties to comply with, any of their covenants or obligations under this Agreement or the other Seller Documents, or (e) without being limited by Section 9.1(a) though Section 9.1(d) and without regard to the fact that any item referred to described in this Section 9.1(e) may be disclosed in 9.2 as to which the Disclosure Schedule or any documents included or Buyer Indemnified Parties are entitled to indemnification are collectively referred to therein or otherwise known to herein as the Purchaser or its Affiliates as of the Closing, any liability arising from or related to: (i) any Indemnified Taxes, (ii) any pre-Closing Indebtedness and any Transaction Expenses incurred by any Seller Party, (iii) any Excluded Assets or Excluded Liabilities, and (iv) any Transaction Expenses specifically incurred by the Owner. 9.2“Buyer Losses.”

Indemnification Obligations of the Seller Parties. The From and after the Closing, the Seller Parties willshall be liable for, and shall jointly and severallyseverally indemnify Buyer and its Affiliates, indemnify the Purchasershareholders, Holdingspartners, their respective Affiliates and each of their respective equityholdersmembers, officers, directors, limited liability company managers or equivalent governing authoritiesemployees, partnersagents, officersrepresentatives, successors and permitted assigns (collectively, the “Purchaser IndemniteesBuyer Indemnified Parties”) from with respect to, and against all lossessave and hold each of them harmless against, liabilitiesany loss, ProceedingsLiability, inquiriesclaim, investigationsaction, auditscause of action, assessmentscost, leviesdamage, finesdeficiency, penaltiesTax or expense, judgments, damages, costs and expenses whether or not arising out of third-party claims (including interest, penalties and reasonable attorneys’, accountants’, investigatorsconsultants’ and experts’ fees and expenses) incurred expenses and all amounts paid in connection with the defense or investigation settlement of any claim of the foregoing) (collectively, “DamagesLosses” and each, a “Loss”), ; provided, however, that “DamagesLoss” or “Losses” shall exclude damages based on any not include indirect, consequential, punitive damages except to the extent such punitive damages are payable or exemplary damages, unless awarded to a third party by reason that is not a party hereto or an Affiliate of a Thirdparty hereto in connection with a third-party claim), which any such Buyer Indemnified Party Claimsuffers, sustained sustains or incurred by any Purchaser Indemnitee arising from becomes subject to, as a result of, in connection with or related relating to: : (ai) any inaccuracy in or breach of any representation or warranty of the representations and warranties Seller Parties under Article V of this Agreement or in Article III and Article IVany Closing Document; provided, in each case without giving effect however, that, for purposes of determining the amount of any Losses resulting from, relating to or arising out of such breach, any such representation or warranty that is qualified by “Material Adverse Effect,” “materiality”, “material adverse effectmaterially” or similar qualifications therein for purposes of calculating the Damages associated with “material” shall be read and given effect as if no such breach, qualifier were contained therein; (bii) the ownership any nonfulfillment or operation breach of any Seller and/or the Business prior to the Closing, (c) the professional negligence of covenant or agreement by any Seller or any of its Providers (including Owner) and/or Personnel committed prior to the Closing, (d) any breach by the Seller Parties of, or failure by the Seller Parties to comply with, any of their covenants or obligations Party under this Agreement or the other Seller Documents, or (e) without being limited by Section 9.1(a) though Section 9.1(d) and without regard to the fact that any item referred to in this Section 9.1(e) may be disclosed in the Disclosure Schedule or any documents included or referred to therein or otherwise known to the Purchaser or its Affiliates as of the Closing, any liability arising from or related to: (i) any Indemnified Taxes, (ii) any pre-Closing Indebtedness and any Transaction Expenses incurred by any Seller Party, Document; (iii) any Excluded Assets or Excluded Liabilities, and Assets; or (iv) any Transaction Expenses specifically incurred by the Owner. 9.2Excluded Liabilities.

Indemnification Obligations of the Seller Parties. The (a) Subject to the limitations set forth in Section 5.2.2 and Section 5.2.3, each Seller Parties willshall, jointly and severallyseverally but not jointly, indemnify the Purchaser, Holdings, their respective the Purchaser’s Affiliates and each of their respective equityholdersofficers, directors, limited liability company managers or equivalent governing authoritiesemployees, partnersagents, officersrepresentatives, successors and permitted assigns (collectively, the each an “Purchaser Indemnitees”) from and against all losses, liabilities, Proceedings, inquiries, investigations, audits, assessments, levies, fines, penalties, judgments, damages, costs and expenses (including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses) incurred in connection with the defense or investigation of any claim (“DamagesIndemnitee”), providedand save and hold each of them harmless from and against, howeverand pay on behalf of or reimburse each of them as and when incurred for, that “Damages” shall exclude damages based on any punitive damages except all Losses which such Indemnitee may suffer, sustain or become subject to the extent such punitive damages are payable to as a third party by reason of a Third-Party Claim, sustained or incurred by any Purchaser Indemnitee arising from or related to: result of: (ai) any inaccuracy in or breach of any representation or warranty made by such Seller (in the representations case of Chic Group Limited, each of such Seller and warranties the Guarantor) in Article III and Article IV, II of this Agreement or in any related schedule or exhibit attached to this Agreement (determined in each case without giving effect to any “materiality”, knowledge,” “material adverse effectmaterial” or “Material Adverse Effect” qualifiers, or qualifiers of similar qualifications therein for purposes of calculating the Damages associated with such breachimport, therein); (bii) the ownership any nonfulfillment or operation breach of any covenant, agreement or other provision by or in respect of such Seller and/or (in the Business prior to case of Chic Group Limited, each of such Seller and the Closing, Guarantor) under this Agreement; and (ciii) any PRC Taxes imposed on the professional negligence of any Seller Purchaser or any of its Providers Affiliates as a result of the failure by such Seller 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. (including Ownerb) and/or Personnel committed prior Subject to the Closinglimitations set forth in Section 5.2.2 and Section 5.2.3, (d) any breach by the Seller Parties Company shall indemnify the Indemnitees, save and hold each of them harmless from and against, and pay on behalf of or reimburse each of them as and when incurred for, all Losses which such Indemnitee may suffer, sustain or become subject to as a result of, or failure by the Seller Parties to comply with, any of their covenants or obligations under this Agreement or the other Seller Documents, or (e) without being limited by Section 9.1(a) though Section 9.1(d) and without regard to the fact that any item referred to in this Section 9.1(e) may be disclosed in the Disclosure Schedule or any documents included or referred to therein or otherwise known to the Purchaser or its Affiliates as of the Closing, any liability arising from or related to: : (i) any Indemnified Taxesbreach of any representation or warranty made in 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); (ii) any pre-Closing Indebtedness and nonfulfillmlent or breach of any Transaction Expenses incurred covenant, agreement or provisions by or in respect of any Seller Party, Group Company under this Agreement; (iii) except to the extent sufficient provisions or reserves have been made in the Management Accounts, the non-payment of any Excluded Assets Taxes of the Group Companies for (A) all taxable periods ending on or Excluded Liabilitiesbefore the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), and or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered into by any Group Company, on or prior to the Closing Date, whether such Taxes arise before or after the Closing Date, in each case when such Taxes are due; (iv) the sale of any Transaction Expenses specifically product prior to the Closing Date by any Group Company that infringes any Intellectual Property Right of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable laws; (v) any indemnification made by the Company in satisfaction of any claim brought under or in connection with the Share Purchase Agreement or any transaction contemplated thereunder; (vi) the portion of any dividends or distribution made to the shareholders of the Company out of the proceeds received by the Company from the Purchaser under the Share Purchase Agreement (the “Disposal Proceeds”), exceeding the Disposal Proceeds net of (i) all Taxes that the Company is required to pay on the Disposal Proceeds pursuant to Circular 698; and (ii) other costs and expenses incurred by the Owner. 9.2Company in connection with the negotiation, execution and performance of the Share Purchase Agreement and the transactions contemplated thereunder.