Common use of Indemnity by the Company and the Founders Clause in Contracts

Indemnity by the Company and the Founders. 5.5.1. The Company and the Founders (each, an “Indemnifying Party”) jointly and severally agree to indemnify, defend and hold harmless, each Investor, its Affiliates and all its directors, officers, employees and advisors (who are in any manner associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages actually suffered or incurred by the Indemnified Party directly in connection with or arising out of (i) material breach of any Warranty, (except as disclosed in the Disclosure Schedule), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or in connection with the operation/incorporation of the Company prior to the Closing Date, pursuant to which the Indemnified Party is named a party, or (iii) for any fraud, gross negligence, material default or misconduct of the Indemnifying Party, in relation to the Company, or (iv) failure on behalf of the Founders and/ or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event or (b) any reduction in the value of the Company on account of an Indemnity Event; shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement.

Indemnity by the Company and the Founders. 5.5.1. The Company and the Founders (each, an “Indemnifying Party”) jointly and severally agree to indemnify, defend and hold harmless, each Investor, its Affiliates and all its directors, officers, employees and advisors (who are in any manner associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages actually suffered or incurred by the Indemnified Party directly in connection with or arising out of (i) material breach of any Warranty, (except as disclosed in the Disclosure Schedule), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or in connection with the operation/incorporation of the Company prior to the Closing DateDate (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) for any fraud, gross negligence, material default or misconduct of the Indemnifying Party, in relation to the Company, or (iv) failure on behalf of the Founders and/ or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event; shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement.

Indemnity by the Company and the Founders. 5.5.1. The Company and the Founders (each, an “Indemnifying Party”) jointly and severally agree to indemnify, defend and hold harmless, each Investor, its Affiliates and all its directors, officers, employees and advisors (who are in any manner associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages actually suffered or incurred by the Indemnified Party directly in connection with or arising out of (i) material breach of any Warranty, Warranty (except as disclosed in the Disclosure Schedule), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or in connection with the operation/incorporation of the Company prior to the Closing DateDate (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) for any fraud, gross negligence, material default or misconduct of the Indemnifying Party, in relation to the Company, or (iv) failure on behalf of the Founders and/ or and/or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event; shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement.

Indemnity by the Company and the Founders. 5.5.1. The Company and the Founders (each, an “Indemnifying Party”) jointly and severally agree to indemnify, defend and hold harmless, each the Investor, its Affiliates and all its directors, officers, employees and advisors (who are in any manner associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages actually suffered or incurred by the Indemnified Party directly in connection with or arising out of (i) material breach of any Warranty, (except as disclosed in the Disclosure Schedule), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any diminution in value of the Investor Naspers Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or in connection with the operation/incorporation of the Company prior to the Closing DateDate (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) for any fraud, gross negligence, material default or misconduct of the Indemnifying Party, in relation to the Company, or (iv) failure on behalf of the Founders and/ or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event; shall be deemed to be the Damages incurred or suffered by the Investors Investor in proportion to their its shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the InvestorsInvestor, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement.

Indemnity by the Company and the Founders. 5.5.1. The Company and the Founders (each, an “Indemnifying Party”) jointly and severally agree agrees to indemnify, defend and hold harmless, each Investor, its Affiliates and all its directors, officers, officers and employees and advisors (who are in any manner associated with the transactions contemplated herein) (each, an “Indemnified Party”) to the fullest extent permitted by Applicable Law from and against any and all Damages actually suffered or incurred by the Indemnified Party directly or indirectly in connection with or arising out of (i) material breach of any Warranty, Warranty (except as disclosed in the Disclosure ScheduleDisclosed), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or in connection with the operation/incorporation operation of the Company prior to the Closing DateDate (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) for any fraud, gross negligence, material default negligence or wilful misconduct of by the Indemnifying Party, in relation to the Company, Party or (iv) failure on behalf of the Founders and/ or and/or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event; Event shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement. Further, only in the event of Damages suffered or incurred by the Indemnified Party directly or indirectly in connection with or arising out of any gross negligence, fraud or wilful misconduct by the Founders, the term “Indemnifying Party” for the purposes of this Clause 5.5 shall be deemed to refer to each of the Company and the Founders, jointly and severally.