Common use of Representations, Warranties and Indemnities Clause in Contracts

Representations, Warranties and Indemnities. Unless otherwise expressly provided for in this Agreement: (a) All representations and warranties in connection with the transactions contemplated by this Agreement or the Transaction Documents (the “Warranties”) shall survive for one year from the WOFE Closing Date and the Optic Closing Date, whichever is earlier. (b) Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder. (c) Each of the Warranties shall be construed as a separate warranty. (d) The Seller or the Purchaser (as the case may be), shall indemnify the other party in respect of, and hold each of them harmless from and against, any and all Loss or liability suffered, incurred or sustained by any of them, resulting from, arising out of or associated with any material misrepresentation, inaccuracy in or breach of any representation or warranty or the nonfulfillment of, or failure to perform, any covenant or agreement contained in this Agreement or the Transaction Documents; or (e) The total liability of the Seller under this Agreement and other Transaction Documents shall not exceed the Consideration (less all reasonable costs and expenses incurred or to be incurred by the Seller in connection with the transactions contemplated under the Transaction Documents). (f) The Seller shall have no liability under this Agreement and other Transaction Documents : (i) unless, in the case of any particular claim, the amount thereof shall exceed RMB200,000; or (ii) until the aggregate amount of all valid claims which could otherwise be made under this Agreement shall exceed RMBI,000,000 at which time all such valid claims shall become payable. (g) If any claim for breach of Warranties is brought under this Agreement and other Transaction Documents in relation to any liability of the Seller, the Company or the Related Entity which is contingent only, the Seller shall not be liable to make any payment in respect thereof until such contingent liability becomes an actual liability. (h) The Seller shall not be liable for breach of any Warranty to the extent that such liability arises by reason of any act or omission effected by the Purchaser or by reason of any retrospective change in the law or practice of relevant tax authorities coming into force after the date hereof or to the extent such liability arises or is increased by an increase in rates of taxation after the date hereof with retrospective effect. (i) To the extent that the Purchaser shall have been compensated in respect of any facts or circumstances for any breach of any of the Warranties or under any terms of this Agreement, the Purchaser shall not be entitled to claim under any other of the Warranties or other term of this Agreement in respect of the same facts or circumstances. (j) If the Seller pays any amount to the Purchaser by way of damages for breach of the Warranties (a “Damages Payment”) and the Purchaser subsequently receives any amount (the “Repaid Amount”) from any third party otherwise than from the Seller which payment would not have been received but for the circumstances giving rise to the claim in respect of which the Damages Payment was made, the Purchaser shall, once it has received such amount, as soon as reasonably practicable repay to the Seller the Repaid Amount. (k) If the assignment of total debts in the aggregate amount of RMB193,983,973 in favour of the Creditor on or before the Optic Closing Date is rescindable under PRC law and the creditor(s) of the such debts before this assignment formally registered a claim with PRC court against the Related Entity ( a “Registered Claim”), the Seller shall, within 5 Business Days after receiving a payment notice, pay the Purchaser for the same amount claimed by the creditors under such Registered Claim. (l) Nothing in this clause restricts or limits any general obligation at law of each of the Seller and the Purchaser to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any warranty.

Representations, Warranties and Indemnities. Unless otherwise expressly provided for in this Subject to Article 28 of the WGA Agreement:, (ai) All representations Seller hereby represents and warranties in connection with warrants that Seller has the transactions contemplated by this Agreement or the Transaction Documents (the “Warranties”) shall survive for one year from the WOFE Closing Date and the Optic Closing Date, whichever is earlier. (b) Each Party acknowledges that it has made and given the Warranties with the intention of inducing the other Parties right to enter into this Agreement with Purchaser and to grant to Purchaser any and all of the Purchaser has entered into this Agreement in full reliance on services and rights set forth herein, and that Seller is not subject to any disability which interferes with or prevents the Warranties given performance of Seller's material obligations hereunder. (cii) Each of the Warranties shall be construed as a separate warranty. (d) The Seller further represents and warrants that all material, works, writings, ideas, "gags" or the Purchaser (as the case may be)dialogue written, shall indemnify the other party in respect ofcomposed, and hold each of them harmless from and againstprepared, any and all Loss submitted or liability suffered, incurred or sustained interpolated by any of them, resulting from, arising out of or associated with any material misrepresentation, inaccuracy in or breach of any representation or warranty or the nonfulfillment of, or failure to perform, any covenant or agreement contained in this Agreement or the Transaction Documents; or (e) The total liability of the Seller under this Agreement and other Transaction Documents shall not exceed the Consideration (less all reasonable costs and expenses incurred or to be incurred by the Seller in connection with the transactions contemplated under First Picture or its preparation or production, shall be wholly original with Seller and shall not be copied in whole or in part from any other work, except material submitted to Seller by Purchaser for inclusion in and included in the Transaction Documents)First Picture or material in the public domain throughout the world. (fiii) The Seller warrants and represents that (a) except to the extent that it is based upon material assigned to Seller by Purchaser to be used as the basis therefor or is incidentally based on material in the public domain throughout the world, all of the results and proceeds of Seller's services (the "Material") are or shall be original with Seller; (b) as far as Seller knows, or should have known in the exercise of reasonable prudence, the Material does not and shall not defame or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity; and (c) as far as Seller knows or should have known in the exercise of reasonable prudence and diligence, the Material is not the subject of any litigation or of any claim that might give rise to litigation. If any claim, action, suit or proceeding is brought or threatened alleging facts which, if true, would constitute a breach by Seller of these representations, warranties and covenants under this Agreement, Seller shall immediately notify Purchaser in writing. Seller agrees that Purchaser shall have no liability the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claim, demand or litigation. Seller indemnifies and holds harmless Purchaser, the corporations comprising Purchaser, its and their respective employees, officers, agents, assigns and licensees from and against any and all liabilities, claims, costs, damages and expenses (including reasonable outside attorneys' fees and court costs) (“Claims”) arising out of or in connection with a breach of any warranties, representations or agreements contained in this Agreement. Purchaser agrees to notify Seller immediately of any claims alleging facts which, if true, would constitute a breach by Seller of the representations, warranties or covenants under this Agreement and other Transaction Documents : to indemnify and hold Seller harmless from and against any and all liabilities, claims, judgments, losses, costs, damages and expenses (iincluding reasonable attorneys' fees and court costs) unlessarising out of any claim or legal action with respect to the material added to the Material by Purchaser. Purchaser agrees to defend, indemnify and hold harmless Seller from and against any and all liabilities, claims, judgments, losses, costs, damages and expenses (including reasonable outside attorneys’ fees and court costs) arising out of any claim or legal action with respect to the material altered or added to the Material by Purchaser or with respect to the development, production, distribution, exhibition, advertising, promotion, publicity, or exploitation of the First Picture or any elements thereof or any ancillary rights therein or thereto in all media now known or hereafter devised, worldwide, in the case of any particular claimperpetuity, the amount thereof shall exceed RMB200,000; or (ii) until the aggregate amount of all valid claims which could otherwise be made under this Agreement shall exceed RMBI,000,000 at which time all except where such valid claims shall become payable. (g) If any claim for breach of Warranties is brought under this Agreement and other Transaction Documents in relation or legal action arises from or relates to any liability of the Seller’s gross negligence, the Company or the Related Entity which is contingent onlyrecklessness, the Seller shall not be liable to make any payment in respect thereof until such contingent liability becomes an actual liability. (h) The Seller shall not be liable for intentional misconduct and/or material breach of any Warranty to the extent that such liability arises by reason of any act representation, warranty or omission effected by the Purchaser or by reason of any retrospective change in the law or practice of relevant tax authorities coming into force after the date hereof or to the extent such liability arises or is increased by an increase in rates of taxation after the date hereof with retrospective effect. (i) To the extent that the Purchaser shall have been compensated in respect of any facts or circumstances for any breach of any of the Warranties or covenant under any terms of this Agreement, the Purchaser shall not be entitled to claim under any other of the Warranties or other term of this Agreement in respect of the same facts or circumstances. (j) If the Seller pays any amount to the Purchaser by way of damages for breach of the Warranties (a “Damages Payment”) and the Purchaser subsequently receives any amount (the “Repaid Amount”) from any third party otherwise than from the Seller which payment would not have been received but for the circumstances giving rise to the claim in respect of which the Damages Payment was made, the Purchaser shall, once it has received such amount, as soon as reasonably practicable repay to the Seller the Repaid Amount. (k) If the assignment of total debts in the aggregate amount of RMB193,983,973 in favour of the Creditor on or before the Optic Closing Date is rescindable under PRC law and the creditor(s) of the such debts before this assignment formally registered a claim with PRC court against the Related Entity ( a “Registered Claim”), the Seller shall, within 5 Business Days after receiving a payment notice, pay the Purchaser for the same amount claimed by the creditors under such Registered Claim. (l) Nothing in this clause restricts or limits any general obligation at law of each of the Seller and the Purchaser to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any warranty.

Representations, Warranties and Indemnities. Unless otherwise expressly provided for in this Agreement: (a) All representations 5.1 The Warrantors hereby represent, warrant, undertake and warranties in connection agree to and with the transactions contemplated by this Agreement or Purchaser in the Transaction Documents (the “Warranties”) terms of Schedule II and such representations, warranties, undertakings and agreements shall survive for one year from the WOFE Closing Date be separate and the Optic Closing Date, whichever is earlier. (b) Each Party acknowledges that it has independent of each other shall continue in full force and effect hereafter notwithstanding Completion and shall be and be deemed to be made and given and shall have effect both at the date hereof and immediately prior to Completion by reference to the circumstances subsisting at that time. 5.2 The parties acknowledge that the Purchaser is entering into this Agreement in reliance on the Warranties and that the Purchaser is entering into this Agreement with the intention that the business of inducing the other Parties Company shall or may be continued as a going concern utilising all the assets subject only to enter into the liabilities to which the Company would on Completion, in accordance with the terms of this Agreement, be entitled and bound and also on the basis that all the Warranties are true, accurate and not misleading in any respect. 5.3 The Warrantors shall not allow or procure any act or omission on or before Completion which would constitute a breach of any of the representations, warranties, undertakings or agreements contained in this Agreement and the Warrantors undertake both before and after Completion fully and promptly to notify the Purchaser has entered into in writing of any matter or thing which is or might be a breach or non-fulfilment of or inconsistent with any of the same or which would or might entitle the Purchaser to rescind this Agreement in full reliance on the Warranties given hereunderor claim damages under it. (c) 5.4 Each of the Warranties shall be construed as a separate and independent and save as otherwise expressly provided shall not be limited by reference to any other warranty. (d) The Seller , clause, sub-clause, paragraph, sub-paragraph or the Purchaser (as the case may be), shall indemnify the other party in respect of, and hold each of them harmless from and against, any and all Loss or liability suffered, incurred or sustained by any of them, resulting from, arising out of or associated with any material misrepresentation, inaccuracy in or breach of any representation or warranty or the nonfulfillment of, or failure to perform, any covenant or agreement contained provision in this Agreement or the Transaction Documents; or (e) The total liability of the Seller under this Agreement and other Transaction Documents shall not exceed the Consideration (less all reasonable costs and expenses incurred or to be incurred by the Seller in connection with the transactions contemplated under the Transaction Documents)Schedules. (f) 5.5 The Seller shall have no liability under this Agreement Warrantors hereby covenant with and other Transaction Documents : (i) unless, undertake to the Purchaser to fully and promptly notify the Purchaser in the case writing of any particular claim, the amount thereof shall exceed RMB200,000; or (ii) until the aggregate amount matter or thing which may arise or became known to all or any of all valid claims which could otherwise be made under this Agreement shall exceed RMBI,000,000 at which time all such valid claims shall become payable. (g) If any claim for breach of Warranties is brought under this Agreement and other Transaction Documents in relation to any liability of the Seller, the Company or the Related Entity which is contingent only, the Seller shall not be liable to make any payment in respect thereof until such contingent liability becomes an actual liability. (h) The Seller shall not be liable for breach of any Warranty to the extent that such liability arises by reason of any act or omission effected by the Purchaser or by reason of any retrospective change in the law or practice of relevant tax authorities coming into force them after the date hereof which is or to the extent such liability arises or is increased by an increase in rates might with a lapse of taxation after the date hereof with retrospective effect. (i) To the extent that the Purchaser shall have been compensated in respect of any facts or circumstances for any time be a breach of any of the Warranties or under any terms of this Agreement, the Purchaser shall not be entitled to claim under any other of the Warranties or other term of this Agreement in respect of the same facts or circumstancesWarranties. (j) If the Seller pays any amount to the Purchaser by way of damages for breach of the Warranties (a “Damages Payment”) and the Purchaser subsequently receives any amount (the “Repaid Amount”) from any third party otherwise than from the Seller which payment would not have been received but for the circumstances giving rise to the claim in respect of which the Damages Payment was made, the Purchaser shall, once it has received such amount, as soon as reasonably practicable repay to the Seller the Repaid Amount. (k) If the assignment of total debts in the aggregate amount of RMB193,983,973 in favour of the Creditor on or before the Optic Closing Date is rescindable under PRC law and the creditor(s) of the such debts before this assignment formally registered a claim with PRC court against the Related Entity ( a “Registered Claim”), the Seller shall, within 5 Business Days after receiving a payment notice, pay the Purchaser for the same amount claimed by the creditors under such Registered Claim. (l) Nothing in this clause restricts or limits any general obligation at law of each of the Seller and the Purchaser to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any warranty.

Representations, Warranties and Indemnities. Unless otherwise expressly provided for 5.1. Warranties of the Company and the Founders. As a material inducement to the Investor to invest the Subscription Amount into the Company, the Company and the Founders jointly and severally warrant to the Investor that, except as set forth in this Agreement: (a) All representations the Disclosure Schedule, the Warranties are all true and warranties correct in connection with every material respect as of the transactions contemplated by this Agreement Execution Date, and further represent that they shall be true and correct on and as of the Closing Date or the Transaction Documents (the “Warranties”) shall survive for one year from the WOFE Closing Date and the Optic Additional Closing Date, whichever is earlier. (b) Each Party acknowledges 5.2. The Parties agree and acknowledge that it has made and given the Warranties with the intention of inducing the other Parties to enter into this Agreement and the Purchaser has entered into this Agreement in full reliance on the Warranties given hereunder. (c) Each each of the Warranties shall be construed as a separate warranty. (d) The Seller or the Purchaser (as the case may be), and independent and shall indemnify the other party in respect of, and hold each of them harmless from and against, any and all Loss or liability suffered, incurred or sustained by any of them, resulting from, arising out of or associated with any material misrepresentation, inaccuracy in or breach of any representation or warranty or the nonfulfillment of, or failure to perform, any covenant or agreement contained in this Agreement or the Transaction Documents; or (e) The total liability of the Seller under this Agreement and other Transaction Documents shall not exceed the Consideration (less all reasonable costs and expenses incurred or to be incurred limited only by the Seller specific disclosures set out in connection with ANNEXURE A in reference to the transactions contemplated relevant Warranty in SCHEDULE 8. Subject to the specific disclosures under ANNEXURE A, the Transaction Documents). (f) The Seller Parties further agree that the Investor shall have no liability under this Agreement and other Transaction Documents : (i) unless, in the case of any particular claim, the amount thereof shall exceed RMB200,000; or (ii) until the aggregate amount of all valid claims which could otherwise be made under this Agreement shall exceed RMBI,000,000 at which time all such valid claims shall become payable. (g) If any claim for breach of Warranties is brought under this Agreement and other Transaction Documents in relation to any liability of the Seller, the Company or the Related Entity which is contingent only, the Seller shall not be liable right to make any payment in respect thereof until such contingent liability becomes an actual liability. (h) The Seller shall not be liable a Claim for breach of any Warranty whether or not the Investor, prior to execution, have or could have discovered (whether by any investigation made by them or on their behalf into the affairs of the Company or otherwise) that any Warranty has not been complied with or carried out, or is otherwise untrue or misleading. 5.3. Notwithstanding anything to the extent that such liability arises by reason of any act or omission effected by the Purchaser or by reason of any retrospective change contrary contained in the law or practice of relevant tax authorities coming into force after the date hereof or to the extent such liability arises or is increased by an increase in rates of taxation after the date hereof with retrospective effect. (i) To the extent that the Purchaser shall have been compensated in respect of any facts or circumstances for any breach of any of the Warranties or under any terms of this Agreement, the Purchaser Parties agree that for the purposes of the Transaction Documents and the transactions contemplated in this Agreement, there shall not be no presumption of knowledge imputed to the Investor and the Investor shall be entitled to claim completely rely on the Warranties, subject to the specific disclosures under ANNEXURE A, of the Company and the Founders. 5.4. Warranties of the Investor. The Investor represents and warrants to the Company that: 5.4.1. as of the Execution Date, it has obtained the requisite approvals necessary to subscribe to the Naspers Securities; 5.4.2. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other of agreements contemplated hereby and thereby; and 5.4.3. the Warranties or other term execution, delivery and performance by it of this Agreement in respect and the consummation by it of the same facts or circumstances. (j) If the Seller pays any amount to the Purchaser by way of damages for breach of the Warranties (a “Damages Payment”) and the Purchaser subsequently receives any amount (the “Repaid Amount”) from any third party otherwise than from the Seller which payment would not transactions contemplated hereby have been received but for duly authorized by all necessary corporate action by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the circumstances giving rise to the claim in respect of which the Damages Payment was made, the Purchaser shall, once it has received such amount, as soon as reasonably practicable repay to the Seller the Repaid Amountterms hereof. (k) If the assignment of total debts in the aggregate amount of RMB193,983,973 in favour of the Creditor on or before the Optic Closing Date is rescindable under PRC law and the creditor(s) of the such debts before this assignment formally registered a claim with PRC court against the Related Entity ( a “Registered Claim”), the Seller shall, within 5 Business Days after receiving a payment notice, pay the Purchaser for the same amount claimed by the creditors under such Registered Claim. (l) Nothing in this clause restricts or limits any general obligation at law of each of the Seller and the Purchaser to mitigate any loss or damage which it may suffer or incur as a consequence of any breach of any warranty.