Common use of Indemnity and Exclusion of Liability Clause in Contracts

Indemnity and Exclusion of Liability. (A) The Company undertakes with the Underwriter (for the Underwriter, all of its subsidiaries, branches, affiliates, directors, officers, employees, agents and its sub-underwriters (if applicable) (each an “indemnified party”)) that it will hold harmless and fully and effectively indemnify each of them against all actions, suits, claims (whether or not any such claim involves or results in any actions or proceedings), demands, investigations, judgment, awards and proceedings, joint or several, from time to time instituted, made or brought or threatened or alleged to be instituted, made or brought against or involving an indemnified party (“Actions”) and all losses, liabilities and damage suffered and all payments, expenses (including legal expenses and taxes (as well as stamp duty and any penalties and/or interest arising in respect of any taxes)), costs and charges (including, without limitation, all payments, expenses, costs or charges suffered, made or incurred arising out of, in relation to or in connection with the investigation, dispute, defence or settlement of or response to any such Actions or the enforcement of any such settlement or any judgment obtained in respect of any such Actions) which may be made or incurred or suffered by an indemnified party (except, in respect of the indemnity in favour of the Underwriter or an indemnified party, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of the Underwriter or an indemnified party and except, in respect of the indemnity in favour of a sub-underwriter, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of such sub-underwriter): (a) which the Underwriter may suffer or incur in connection with or arising out of: (a) the proper performance of its obligations under this Agreement; (b) the creation or issue of the Rights Shares; or (c) the issue, circulation or distribution of the Announcement or the Prospectus Documents (or any of them); or (d) the implementation of the Rights Issue; (b) which may be brought against or incurred by the Underwriter in connection with or arising out of: (a) the issue, publication, distribution or making available of the Prospectus Documents (or any of them) or the Prospectus Documents (or any of them) not or alleged to be not containing sufficient information (which, according to the particular nature of the Group and the Rights Issue, is necessary or appropriate) to enable investors, transferors, transferees and sub- underwriters of Shares and/or Rights Shares to make an informed assessment of the activities, assets and liabilities, financial position, management, profits and losses and prospects of the Group or of the rights attaching to the Rights Shares; (b) any of the Prospectus Documents being untrue, inaccurate, incomplete or misleading in any material respect or alleged to be untrue, inaccurate, incomplete or misleading in any material respect; or (c) any breach of any of the representations, warranties or undertakings contained in Clause 9; (d) any breach of the laws of any country or territory by the Company or other members of the Group, or resulting from the distribution of any of the Prospectus Documents or any announcements, documents, materials, communications or information whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue and/or any offer, sale or distribution of the Rights Shares; (e) any material failure by any of the directors of the Company to comply with their respective obligations under the Listing Rules; or (f) any statement in any of the Prospectus Documents or any announcements, documents, materials, communications or information whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue being or alleged to be defamatory of any person. (B) All amounts subject to indemnity under this Clause 17 shall be paid by the Company as and when they are incurred within 28 business days of a written notice (together with the relevant supporting documents) demanding payment being given to the Company by or on behalf of an indemnified party. (C) The foregoing provisions of this Clause 17 will continue in full force and effect notwithstanding the issue of the Rights Shares. (D) The Company will not, without the prior written consent of the relevant indemnified party, settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which a claim may be brought by that relevant indemnified party under Clause 17(A) where such indemnified party is an actual or potential party to such claim unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liabilities arising out of or in connection with such claim and

Indemnity and Exclusion of Liability. (A) ‌ 16.1 The Company undertakes with the each Underwriter (for the each Underwriter, all and on trust for any of its subsidiaries, branches, affiliatesaffiliates and advisers, and any directors, officers, employeesemployees and agents of such Underwriter, agents its subsidiaries, branches, affiliates and its sub-advisers, any sub- underwriters (if applicableany) and any person (if any) who controls such Underwriter for the purposes of Section 15 of the Securities Act (each an “indemnified party”)) ), that it will hold harmless and fully and effectively indemnify each of them on an after-tax basis against all actions, suits, claims (whether or not any such claim involves or results in any actions or proceedings), demands, investigations, judgment, awards and proceedings, joint or several, from time to time instituted, made or brought or threatened or alleged to be instituted, made or brought against or of involving an indemnified party (“Actions”) and all losses, liabilities and damage suffered and all payments, expenses (including legal expenses and taxes (as well as stamp duty and any penalties and/or interest arising in respect of any taxes)), costs and charges (including, without limitation, all payments, expenses, costs or charges suffered, made or incurred arising out of, in relation to or in connection with the investigation, dispute, defence or settlement of or response to any such Actions or the enforcement of any such settlement or any judgment obtained in respect of any such Actions) (“Losses”) which may be made or incurred or suffered by an indemnified party in relation to the Rights Issue and the provision of the Underwriters’ services under this Agreement (exceptas global coordinator or underwriter, as the case may be), in respect each case in connection with or arising out of any of:‌ (a) (i) any of the indemnity Announcement, the Prospectus Documents, the Investor Presentation, any other announcement, press release, communication or other document published, issued or despatched to any person(s) and authorised by the Company which relates to the Rights Issue or the application for Listing (or any amendment or supplement to any of them, and in favour each case whether or not approved by any Underwriter) (the “Offer Documents”) containing any untrue or inaccurate statement or alleged untrue or inaccurate statement of a material fact, or (ii) the omission or alleged omission from any of the Offer Documents of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which there were made, not misleading, or (iii) any of the Offer Documents not containing or fairly presenting, or being alleged not to contain or fairly present, all information required to be contained therein, or (iv) any material statement in the Offer Documents being, or being alleged to be, in any respect not based on reasonable grounds, in light of the circumstances in which they were made; (b) any breach or allegation of any breach of the warranties, representations or undertakings given or made by the Company in this Agreement or arising out of the arrangements contemplated by any of the Offer Documents; (c) the issue, publication or distribution of the Offer Documents; (d) the allotment and issue of the Rights Shares (nil-paid and fully-paid); (e) the implementation of the Rights Issue; (f) any breach or alleged breach by the Company of, or any failure or alleged failure by the Company to comply with the Companies (WUMP) Ordinance, the Companies Ordinance, the Listing Rules or any other requirements of statute or regulation in relation to the application for Listing, the Rights Issue, or the arrangements contemplated by the Offer Documents, or any of them (or any amendment or supplement to any of them), or this Agreement or any other agreement relating to the Rights Issue; (g) the provision of any Underwriter’s services under this Agreement and the performance by any Underwriter or an any other indemnified party, those party on its behalf of obligations under this Agreement; and/or (h) the failure of the Committed Shareholder to subscribe or procure the subscription for its full entitlement of Rights Shares pursuant to the Rights Issue. 16.2 An indemnified party shall not be entitled to any indemnity if and to the extent the right to indemnity arises solely under Clause 16.1(g) and relates to a Loss which is finally judicially determined by in a court of competent jurisdiction to have resulted solely arisen primarily from the gross negligence, wilful default or fraud of that indemnified party, in each case otherwise than in relation to any of the contents of, or any omissions from, the Announcement, the Prospectus Documents or any of them (or any amendment or supplement to any of them). 16.3 The Company shall have no claim whatsoever against an indemnified party unless such claim is finally judicially determined in a court of competent jurisdiction to have arisen primarily from the gross negligence, wilful default or fraud on the part of the Underwriter or an such indemnified party and exceptparty. For the avoidance of doubt, in respect of the indemnity in favour of a sub-underwriter, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud (if any) on the part of such sub-underwriter):one indemnified party shall not affect the reliance on this Clause 16 by the other indemnified parties. (a) 16.4 For the avoidance of doubt, the indemnity under this Clause 16 shall cover all costs, charges and expenses which any indemnified party may reasonably incur or pay in disputing, settling or compromising any Action to which the Underwriter indemnity may suffer or incur relate and in connection with or arising out of: (a) the proper performance of establishing its obligations right to indemnification under this Agreement; (b) the creation or issue of the Rights Shares; or (c) the issue, circulation or distribution of the Announcement or the Prospectus Documents (or any of them); or (d) the implementation of the Rights Issue; (b) which may be brought against or incurred by the Underwriter in connection with or arising out of: (a) the issue, publication, distribution or making available of the Prospectus Documents (or any of them) or the Prospectus Documents (or any of them) not or alleged to be not containing sufficient information (which, according to the particular nature of the Group and the Rights Issue, is necessary or appropriate) to enable investors, transferors, transferees and sub- underwriters of Shares and/or Rights Shares to make an informed assessment of the activities, assets and liabilities, financial position, management, profits and losses and prospects of the Group or of the rights attaching to the Rights Shares; (b) any of the Prospectus Documents being untrue, inaccurate, incomplete or misleading in any material respect or alleged to be untrue, inaccurate, incomplete or misleading in any material respect; or (c) any breach of any of the representations, warranties or undertakings contained in Clause 9; (d) any breach of the laws of any country or territory by the Company or other members of the Group, or resulting from the distribution of any of the Prospectus Documents or any announcements, documents, materials, communications or information whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue and/or any offer, sale or distribution of the Rights Shares; (e) any material failure by any of the directors of the Company to comply with their respective obligations under the Listing Rules; or (f) any statement in any of the Prospectus Documents or any announcements, documents, materials, communications or information whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue being or alleged to be defamatory of any person16. (B) 16.5 All amounts subject to indemnity under this Clause 17 16 (if such amounts are disputed by the Company, that are finally determined in a court of competent jurisdiction to be so subject to indemnity) shall be paid by the Company as and when they are incurred within 28 business days 30 Business Days of a written notice (together with the relevant supporting documents) demanding payment being given to the Company by or on behalf of an indemnified party. All payments to be made pursuant to this Clause 16 shall be made in full without any set-off, deduction or withholding for or on account of any taxation unless the payer shall pay to the payee such increased amount as shall result, after the set-off, deduction or withholding of the relevant tax, in the receipt by the payee of a net amount equal to the full amount which would otherwise have been received by it had no such set- off, deduction or withholding been made. (C) 16.6 The foregoing provisions of this Clause 17 will 16 shall continue in full force and effect notwithstanding the issue of the Rights Shares. (D) The Company will not, without the prior written consent of the relevant indemnified party, settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which a claim may be brought by that relevant indemnified party under Clause 17(A) where such indemnified party is an actual or potential party to such claim unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liabilities arising out of or in connection with such claim and

Indemnity and Exclusion of Liability. 21.1 In consideration of ASNB agreeing to the opening, holding and administering of the Investor’s Account and/or the provision of services and facilities by ASNB, the Investor shall (Aand hereby unconditionally and irrevocably undertakes to and agrees with ASNB and each of their respective officer, or any authorized third party) The Company undertakes with the Underwriter (for the Underwriterat all times and from time to time and at any time ON FIRST DEMAND duly, all of its subsidiaries, branches, affiliates, directors, officers, employees, agents and its sub-underwriters (if applicable) (each an “indemnified party”)) that it will hold harmless punctually and fully indemnify and effectively indemnify save harmless ASNB and each of them their respective officer, or any authorised third party, from and against any and all actions, suits, claims (whether or not any such claim involves or results in any actions or proceedings), claims, liabilities, demands, investigationslosses, judgmentcharges, awards penalties, fees, fines, debts, interests, damages, expenses and proceedings, joint costs (including all costs on a solicitor client basis) of whatever nature as may at any time or several, from time to time institutedbe sustained, made or brought or threatened or alleged to be instituted, made or brought against or involving an indemnified party (“Actions”) and all losses, liabilities and damage suffered and all payments, expenses (including legal expenses and taxes (as well as stamp duty and any penalties and/or interest arising in respect of any taxes)), costs and charges (including, without limitation, all payments, expenses, costs or charges suffered, made or incurred arising out of, in relation to or in connection with the investigation, dispute, defence or settlement of or response to any such Actions or the enforcement of any such settlement or any judgment obtained in respect of any such Actions) which may be made or incurred or suffered by an indemnified party (except, in respect reason of the indemnity in favour or as a consequence of the Underwriter or an indemnified party, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of the Underwriter or an indemnified party and except, in respect of the indemnity in favour of a sub-underwriter, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of such sub-underwriter): (a) which the Underwriter may suffer or incur in connection with or arising out ofof your breach of the terms or us having to act on your instructions or any third party rights including copyright, proprietary, privacy or intellectual property rights. 21.2 The Investor further agrees to fully indemnify and save harmless ASNB, ASNB’s directors, officers, shareholders, employees and ASNB’s Affiliates (including the Custodian) for all and any actions, losses, damages, liability, claims, costs, charges, or other expenses which we may howsoever incur or be subjected to in relation to our functions and services provided and including but not limited to in connection with: (a) the proper performance of its obligations under this Agreementany unauthorised instructions or other instructions and data from you or purporting to be from you that might be transmitted or any instructions or such other instructions and data being inaccurate, garbled, or incomplete; (b) the creation recovery of or issue attempt to recover by us from you of any monies due to us or the enforcement by us of the Rights Shares; or (c) the issueterms and conditions herein or any amendments, circulation or distribution additions, modifications, variations whatsoever of the Announcement or the Prospectus Documents (or any of them); or (d) the implementation of the Rights Issuesame; (b) which may be brought against or incurred by the Underwriter in connection with or arising out of: (a) the issue, publication, distribution or making available of the Prospectus Documents (or any of them) or the Prospectus Documents (or any of them) not or alleged to be not containing sufficient information (which, according to the particular nature of the Group and the Rights Issue, is necessary or appropriate) to enable investors, transferors, transferees and sub- underwriters of Shares and/or Rights Shares to make an informed assessment of the activities, assets and liabilities, financial position, management, profits and losses and prospects of the Group or of the rights attaching to the Rights Shares; (b) any of the Prospectus Documents being untrue, inaccurate, incomplete or misleading in any material respect or alleged to be untrue, inaccurate, incomplete or misleading in any material respect; or (c) any breach of change in any law, regulation or official directive which may have a material adverse effect on us, ASNB services or any amendments, additions, modifications, variations whatsoever of the representations, warranties or undertakings contained in Clause 9;same; and (d) any breach of the laws of any country or territory by the Company or other members of the Group, or resulting from the distribution you of any of your representations, warranties and obligations herein and/or pursuant to the Prospectus Documents or terms and conditions herein including any announcementsamendments, documentsadditions, materialsmodifications, communications or information variations whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue and/or any offer, sale or distribution of the Rights Shares; (e) any material failure by any of the directors of the Company to comply with their respective obligations under the Listing Rules; or (f) any statement in any of the Prospectus Documents or any announcements, documents, materials, communications or information whatsoever made, given, released or issued arising out of, in relation to or in connection with the Company or the Rights Issue being or alleged to be defamatory of any personsame. (B) All amounts subject to 21.3 This indemnity under this Clause 17 shall be paid by the Company as and when they are incurred within 28 business days of a written notice (together with the relevant supporting documents) demanding payment being given to the Company by or on behalf of an indemnified party. (C) The foregoing provisions of this Clause 17 will continue in full force and effect and shall continue to subsist hereafter notwithstanding the issue suspension, termination of this Agreement or closure of any or all services on ASNB Robo platform with ASNB and shall be binding upon the personal representatives, successors-in-title and permitted assigns of the Rights SharesInvestor. (D) The Company will not, without the prior written consent of the relevant indemnified party, settle or compromise or consent to the entry of any judgment with respect to any claim in respect of which a claim may be brought by that relevant indemnified party under Clause 17(A) where such indemnified party is an actual or potential party to such claim unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liabilities arising out of or in connection with such claim and