Specific Indemnity. Without limiting the generality of clause 10.1, the Contractor agrees to indemnify VicForests and its directors, employees, agents and contractors against all Loss in respect of:
(a) personal injury (which expression shall include illness and disability) to, or death of, any person at the Harvest Sites or the Delivery Sites;
(b) loss or destruction of, or injury or damage to or loss of use of property, real or personal of any person at the Harvest Sites or the Delivery Sites; to the extent that such Loss is caused by the Contractor’s negligent or wilful acts or omissions.
Specific Indemnity. Without prejudice to the generality of Section 7.6, the Group Companies hereby agree to jointly and severally indemnify and hold harmless any Series B3 Investor and its employees, Affiliates, Associates, directors, agents and assigns, (collectively, the “Specific Indemnified Parties”, and each, a “Specific Indemnified Party” ), from and against any and all Indemnifiable Losses suffered by any of the Specific Indemnified Parties, directly or indirectly, as a result of, or based upon or arising from any of the following:
(a) any claim or action that any of the Series A Investors and the Series A1 Investor may have against any of the Group Companies, the Principals or the Principal Holding Companies, in each case, arising out of or in connection with any of the representations, warranties, covenants and indemnities made by each of them under, in connection with or pursuant to (i) the Series A Share Purchase Agreement, (ii) the Series A1 Share Purchase Agreement, (iii) the Series A1 Shareholders Agreement and/or (iv) the investment in the Group by any Series A Investor or Series A1 Investor;
(b) any delay or failure in making any payment for applicable Taxes by any Group Company, including failure of Jifen to pay any Levy of Construction Fee for Cultural Undertakings, value-added tax or withholding tax that are due and payable by Jifen under applicable Laws of the PRC prior to the Closing;
(c) the operation of the Business by Jifen and Xike without the Material Licenses prior to the Closing;
(d) the failure to maintain an appropriate content management system or the publishing, display or distribution of any content by the Group or by any user of the APPs operated by the Group which violate applicable Laws or infringe the rights of any other Persons or without having completed the requisite diligence of the legality of such content; and
(e) the operation of the Business under the name “趣头条” without having registered the “趣头条” trademark with the relevant Governmental Authorities or the infringement of any Intellectual Property rights of any Person due to the operation of the Business under the name “趣头条”. If any Group Companies fail to pay any portion of the Indemnifiable Losses suffered by the Specific Indemnified Party within three (3) months after receiving a valid claim for indemnification by raised by any Series B3 Investor, the Principals shall be liable to pay for any amount of shortfall in accordance with Section 7.6(d), while such indemnification liabi...
Specific Indemnity. As to the actual “tying-in” of the respective facilities constructed by the Parties under this agreement, SoCalGas shall be solely responsible for performing the “tie-in”.
Specific Indemnity. 11.1 The Seller shall indemnify the Purchaser for any and all Damages, resulting from any and all payments made or to be made by the Purchaser under the Transferred Liabilities to the extent that such payments relate to the period up to the Closing Date or to events, circumstances or facts occurred prior to the Closing Date;
11.2 The limitations set out in Clause 8 and Clause 9 shall not apply to this specific indemnity.
Specific Indemnity. Notwithstanding anything contained in the Xiaodu Disclosure Schedule and Baidu HK Disclosure Schedule, (i) for a period of two (2) years after the Effective Time with respect to Section 7.2(b)(i) below, and (ii) for a period until expiration of the applicable statute of limitations under applicable Law with respect to Sections 7.2(b)(ii), 7.2(b)(iii) and 7.2(b)(iv)Section 7.2(b)(iv), each Approved Xiaodu Shareholder shall indemnify and hold harmless the Rajax Indemnified Parties from and against any and all Indemnifiable Losses, resulting from or as a result of:
(i) failure by any Xiaodu Group Company to pay all social insurances and housing funds for any Xiaodu Employee, and any direct monetary penalties and fines (including interests or other amounts in connection therewith) assessed on any Xiaodu Group Company by a Governmental Entity due to, arising out of or as a result of such failure to pay all social insurances and housing funds for any Xiaodu Employee;
(ii) any and all claims and Actions in any jurisdiction or location of whatsoever nature against Xiaodu, any Xiaodu Group Company or any Rajax Group Company by any Dissenting Xiaodu Shareholder or any Undecided Xiaodu Shareholder, including but not limited to any additional consideration required to be paid to any such Dissenting Xiaodu Shareholder or Undecided Xiaodu Shareholder exceeding such amount as apportioned to such Dissenting Xiaodu Shareholder or Undecided Xiaodu Shareholder in column # 4 of Schedule 2;
(iii) the failure by any Undecided Xiaodu Shareholder to perform and discharge its obligations in accordance with Announcement 7 and other applicable PRC Laws; provided that any such Indemnifiable Losses shall first be applied towards the Undecided Xiaodu Shareholder Escrow Amount and the Approved Xiaodu Shareholders shall only be responsible for the Indemnifiable Losses in excess of the Undecided Xiaodu Shareholder Escrow Amount;
(iv) any and all Taxes (or the non-payment thereof) of any Xiaodu Group Company for all taxable periods ending on or before the Closing and the portion through the end of the Closing for any taxable period that includes (but does not end on) the Closing, including but not limited to any and all Taxes that any Xiaodu Group Company has not contributed or paid for any Xiaodu Employee. Each Approved Xiaodu Shareholder’s indemnification obligations under this Section 7.2(b) shall be several, but not joint, and shall be allocated in accordance with such Approved Xiaodu ...
Specific Indemnity. An employee may be eligible for Workers' Compensation payments for a permanent partial loss of use to a part of his/her body. This usually occurs after the end of Temporary Total and the percentage rating is given by the employee's doctor subject to the approval of the Workers' Compensation Commissioner.
Specific Indemnity. The Mortgage Manager must indemnify the Trustee and the Trust Manager for all costs, losses, damages, claims and expenses suffered or incurred by the Trustee or the Trust Manager as a result of the Mortgage Manager, or any employee, agent or other person engaged by the Mortgage Manager being, or being held to be, the agent, partner or employee of the Trustee or the Mortgage Manager.
Specific Indemnity. Without affecting the generality of Section 5.3(a), each Warrantor hereby agrees to jointly and severally indemnify each Indemnified Person against any and all Indemnifiable Losses suffered by such Indemnified Person as a result of, or based upon or arising from any claim, Liability or penalty which has been made or imposed or may hereafter be made or imposed by any Governmental Authority or any other Person arising out of or in connection with (x) the non-compliance by any Group Company with articles 176 or 192 of the PRC Criminal Law, and (y) any non-payment or underpayment of Tax or Social Insurance or housing fund contributions by any Group Companies. Such indemnification shall not be prejudiced by or be otherwise subject to any disclosure and shall apply regardless of whether the Indemnified Person have any knowledge, actual or constructive, with respect thereto.
Specific Indemnity. Without limiting the generality of Section 7.1, each Warrantor hereby agrees to jointly and severally indemnify and hold harmless each Purchaser Indemnified Party, from and against any and all losses suffered by such Purchaser Indemnified Party as a result of, or based upon or arising from (i) the failure by the Warrantors to procure the Staying Onshore Investors or the Staying Onshore Investor Transferees to transfer all of their equity interests in ECMOHO Shanghai to ECMOHO Hong Kong, or (ii) the failure by the Warrantors to procure the termination of the Capital Increase Agreements, the Round A Shareholders Agreement (as defined in the Investors Rights Agreement) and the Round B Shareholders Agreement (as defined in the Investors Rights Agreement) in accordance with Section 6.13. Such indemnification 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 Purchaser Indemnified Parties have any knowledge, actual or constructive, with respect thereto.
Specific Indemnity. Without limiting the generality of Section 9.1, each Warrantor hereby agrees to jointly and severally indemnify and hold harmless each Indemnified Party, from and against any and all Indemnifiable Losses suffered by such Indemnified Party, directly or indirectly, as a result of, or based upon or arising from the failure of the Group Companies and the Founders (i) to timely register certain equity pledges made by each individual equity holder of the Domestic Company, to timely obtain the Statistical Registration Certificate , and to cancel certain instruments of transfer from each Founder to Matrix dated March 20, 2012; and (ii) to obtain any governmental permits, licenses, certificates, or any similar authority necessary for the conduct of the business of the Group Companies. Such indemnification 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 Indemnified Parties have any knowledge, actual or constructive, with respect thereto.
