Specific Indemnification. Purchaser agrees and undertakes to indemnify Seller for any and all documented Costs reasonably incurred by any member of Seller's Group to the extent arising from, or in connection with, any unauthorised use of Seller's Trademarks and/or Seller's Images by any member of Purchaser Group after the Closing Date which is not permitted under this Agreement or any other executed Transaction Document.
Specific Indemnification. (a) Without prejudice to Section 6.3, each of the Warrantors agrees, severally but not jointly, in accordance with the Proportion of Liabilities, to indemnify and hold harmless each of the Series A-1 Investors and its affiliated Indemnitees, from and against all Indemnifiable Losses (but excluding any consequential, speculative or punitive damages) suffered by such Series A-1 Investor or its affiliated Indemnitees as a result of, or based upon or arising from the following:
(i) the failure of any Group Company or branch thereof as of the Closing Date to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws, where the aggregate amount of Losses suffered by the Group Companies calculated Per Event exceeds RMB50,000,000, in which event such indemnification shall be required to the full extent of the Indemnifiable Loss of the Indemnitees. For the avoidance of doubt, (x) to the extent that failure of the Net Profit to reach RMB320,000,000 is proven to be attributable to the failure of any Group Company or branch thereof as of the Closing Date to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws, upon an Indemnitee having been fully paid pursuant to Section 2.6, the Warrantors shall not be liable to that Indemnitee under this Section 6.4(a)(i) to the extent of such payment pursuant to Section 2.6 with respect thereto, and (y) to the extent that any Indemnifiable Loss resulting from the failure of any Group Company or branch thereof to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws is fully reflected in the audited financial statements of the PRC Company for the twelve-month period of, and ending on, December 31, 2014 and December 31, 2015, respectively, the Warrantors shall not be liable for such Indemnifiable Loss; and
(ii) any demand, order or action by any Governmental Authority with respect to any underpayment, as of the Closing Date, of social security and housing fund contributions by any Group Company, where the aggregate amount of such Losses suffered by the Group Companies exceeds RMB50,000,000, in which event such indemnification shall be required to the full extent of the ...
Specific Indemnification. (a) Notwithstanding anything to the contrary provided in this Agreement, the Indemnifying Party shall fully indemnify and hold harmless the Indemnifiable Party from and against all losses, claims, damages, interests, costs, fines, penalties or reasonable expenses (and in the case of the Tax Indemnity and the indemnity under Section 11.6(a)(iv), the Tax itself) whatsoever actually suffered or incurred:
(i) as a result of any Environmental Claim or failure by the Group Companies to comply with applicable Environmental Laws (but in this latter case to the sole extent of such non-compliance) or otherwise as a result of a breach of the Environmental Warranties (the “Environmental Indemnity” “ and any loss suffered in this connection an “Environmental Loss"); or
(ii) in connection with or as a result of:
(A) any Taxes which may be imposed on or otherwise due by, MIF or Mxxxx International Holding Sarl (Luxembourg) (including as a result of the Luxembourg Reorganisation) for taxable periods (or portions thereof) ending on or before Closing (subject always to any Tax assessments that relate to transactions that are correctly Taxable on or before Closing; provided, that for this purpose, correctly shall mean consistent with the Law and statements of practice, written interpretations, bulletins and press releases made by or on behalf of the relevant Tax authorities); and provided always that if a Luxembourg authority (including, but not limited to, judicial, governmental or registration authorities) successfully asserts that either MIF or Mxxxx International Holdings Sarl (the “Luxembourg Entities”) was not a valid legal entity under Luxembourg law for any time up to and including Closing, such that either or both Luxembourg Entities (or the partners thereof) are required to take any particular action that has the effect of crystallising a Tax charge after Closing (for example, but not limited to liquidation), then the Indemnifying Party shall fully indemnify the Indemnifiable Party; and provided always that if the Luxembourg Tax authorities successfully assert that either or both of the Luxembourg Entities were not managed for any time on or before Closing in accordance with the Tax rulings applying to them, with the result that the Tax-transparent status of MIF in Luxembourg does not apply after Closing and in consequence a Tax charge arises after Closing, then the Indemnifying Party shall fully indemnify the Indemnifiable Party; or
(B) any Taxes on net profit (in...
Specific Indemnification. 12.1 The Contractor shall fully indemnify, save harmless and defend the Purchaser from and against any and all damages in favor of any third parties (including, without limitation, Purchaser's shareholders, each of their subsidiaries, and the directors, officers, agents and employees of each of them) with respect to (a) failure of the Contractor or its agents to comply with the Law and Consents, (b) failure of the Contractor or its agents to make payments of taxes relating to the Contractor's income or other taxes required to be paid by the Contractor pursuant to this Contract without reimbursement or compensation hereunder or (c) any hazardous or toxic materials the Contractor or its agents have at any time brought on and caused the release thereof from the Site. Purchaser shall fully indemnify, save harmless and defend the Contractor from and against any and all damages in favor of any third parties (including, without limitation, its shareholders and subsidiaries, and the directors, officers, agents and employees of each of them) with respect to (a) failure of the Purchaser or any of its agents to comply with Law and Consents, (b) failure of Purchaser or its agents to make timely payments of taxes relating to the Purchaser's income or other taxes required to be paid by the Purchaser hereunder, and (c) any hazardous or toxic materials the Purchaser, or any of its other agents have brought on and caused the release thereof from the Site or any other hazardous or toxic materials found on or under the Site.
Specific Indemnification. Without limiting the general indemnification above, each party agrees to indemnify, hold harmless, and defend the other party from and against any claims that arise with respect to information appearing on the Indemnifying Party’s website or other advertising materials relating to the Products or the Plan that is misleading to customers with respect to the Products being offered, including the identity of the creditor and from and against any claims related to the fraudulent, or negligent acts conducted by the Indemnifying Party’s employees’, agents’ or representatives’ use of Online Account Services.
Specific Indemnification. In addition to the indemnification provided for in Section 11.1, each Stockholder (specifically excluding the ESOP and its participants and their beneficiaries, in their capacities as such) covenants and agrees that he will jointly and severally indemnify, defend, protect and hold harmless the Company and Metals from and against all Damages incurred by any of them as a result of any condition of the properties owned or operated by the Company at any time prior to the Closing Date and described in the report or reports of ENSR, copies of which are attached hereto.
Specific Indemnification. 25 8.5 Third Person Claims.............................................25 8.6
Specific Indemnification. Without prejudice to the generality of the foregoing, the Covenantors shall jointly and severally indemnify any Indemnified Party for any Loss suffered by such Indemnified Party as a result of or arising out of (i) any Group Company’s failure to withhold any Tax, or pay any Tax or Social Insurance (including any non-payment or underpayment) in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any Group Company’s failure to comply with any applicable Laws in any material respects that incurred or existed on or prior to the Closing Date; (iii) any Group Company’s failure to timely obtain any Consent or Permit from any competent Governmental Authority in accordance with applicable Laws; (iv) any Action that are brought against any Group Company for matters that incurred before or are attributable to any event or situation incurred or existed before the Closing Date; (v) any infringement of Intellectual Properties by or of any third party in connection with or arising from any Group Company’s use of such Intellectual Properties and/or the upload, display and dissemination of any content by websites operated through the Group Companies that incurred before the Closing Date; (vi) any penalties, fine or other damage to the Group Companies arising out from the withdrawal of the paid-in registered capital of Shanghai Kuanyu in violation of applicable Laws by its original shareholders; or (vii) any penalties, fine or other damage to the Group Companies arising from the operation of third parties-owned websites by the Group Companies in violation of laws. The indemnification under this Section 7.3 shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Covenantors have any actual or constructive knowledge with respect thereto.
Specific Indemnification. If the insurance described in Schedule 4(p) fails to pay in full any Adverse Consequences incurred by Buyer in connection with any litigation that may be instituted in connection with the claim described in Schedule 4(q), Sellers shall be deemed to have breached the representation and warranty set forth in Section 4(q) and shall be liable to Buyer in accordance with the provisions of this Section 8(b). Sellers shall indemnify and hold harmless Buyer from and against any and all Adverse Consequences arising in connection with or otherwise relating to Thunderstone Obligation.
Specific Indemnification. In addition to the indemnification provided for in Section 6.2, the Seller and Xxx covenant and agree that they will jointly and severally: (a) indemnify, defend, protect and hold harmless PTC and the Purchaser and each of their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates from and against all Damages incurred by any of them in connection with the presence, emanation, migration, disposal, release or threatened release of any oil or other petroleum products or hazardous materials or substances on, within, or to or from any of the properties presently or previously owned or leased by a Seller or any predecessor of such Seller as a result of (i) the presence of and closure or removal of any underground storage tank on such property, (ii) the operations of a Seller or any predecessor of a Seller prior to the date hereof, or (iii) the condition of such properties prior to the date hereof, including any future manifestations of such conditions; and (b) notwithstanding disclosure elsewhere herein, hereby agree to pay when due any and all liabilities consisting of or related to (i) any and all claims, liabilities or obligations of the Seller or Xxx to third parties, whether accrued, absolute, contingent or otherwise, except the Assumed Obligation assumed by Purchaser pursuant to Section 1.5 hereof; (ii) severance or similar obligations to executive and management or other employees of Seller; (iii) any unfunded employee benefit plan obligations of Seller other than vacation and health plan accruals through the Closing Date, (iv) any warranty or product liability claim subsequent to the Closing Date for any product shipped by a Seller prior to the Closing Date; and (v) any costs, claims or damages suffered by the Purchaser from the failure of the items listed on Schedule 2.26 to be Year 2000 Compliant; and (vi) Damages as a result of the existence of that certain federal tax lien #00000x000 filed against Xxx in Xxxxx County, Michigan.
