Common use of Specific Indemnity Clause in Contracts

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 liabilities of the Principals for such Indemnifiable Losses shall also be subject to the Principal Liability Cap unless there is a Disqualifying Event.

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 (a) the Series B3 B1 Investor and its employees, Affiliates, Associates, directors, agents and assigns, and (b) the Series B1 Director ((a) and (b) 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”. 44 Share Purchase Agreement 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 the Series B3 B1 Investor, the Principals shall be liable to pay for any amount of shortfall in accordance with Section 7.6(d), while such indemnification liabilities of the Principals for such Indemnifiable Losses shall also be subject to the Principal Liability Cap unless there is a Disqualifying Event.

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 B2 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 B2 Investor, the Principals shall be liable to pay for any amount of shortfall in accordance with Section 7.6(d), while such indemnification liabilities of the Principals for such Indemnifiable Losses shall also be subject to the Principal Liability Cap unless there is a Disqualifying Event.

Specific Indemnity. Without prejudice to the generality of Section 7.6, the Group Companies hereby agree to jointly and severally 9.1 The Seller shall indemnify (vrijwaren) and hold harmless any Series B3 Investor and its employees(schadeloosstellen), Affiliates, Associates, directors, agents and assigns, (collectivelyon a Euro-for-Euro basis, the “Specific Indemnified Parties”Purchaser or, and eachat the Purchaser’s sole discretion, a “Specific Indemnified Party” )member of the JV Group, from and against for fifty percent (50%) of any and all Indemnifiable Losses suffered resulting from or in relation to any Liability of which the underlying cause exists as at the Signing Date or existed prior to the Signing Date, and which results from or relates to (i) any judicial, administrative or arbitral actions, suits, proceedings (public or private) or claims, demands, charges, hearings or other proceedings, investigations or audits by or before a Governmental Authority or demands initiated by a third party, including a landlord, (ii) any investigatory, clean-up, remediation order or similar order of a Governmental Authority issued against any member of the JV Group or (iii) any other obligation that is required to investigate, remediate, remove, monitor, mitigate, respond to or take corrective action relating to any presence of Hazardous Materials or actions that are necessary to address any violation of applicable Environmental Law, in each case of (i), (ii) or (iii) resulting from, arising out of, related to, or in connection with the violation of any Environmental Laws (or any permit, license or authorization issued under any Environmental Laws) by any member of the Specific Indemnified PartiesJV Group or the presence of Hazardous Materials at, directly on, under or indirectly, as a result of, or based upon or arising from any of the followingJoint Venture's current or former facilities or any location at or to which Hazardous Materials from any such facilities or from operations of any members of the JV Group have been transported for treatment, storage, disposal or recycling, which Losses shall include costs relating to the implementation of any reasonable corrective measures and which are presently unknown, unforeseen nor planned to be made, all the aforegoing up to a maximum aggregate amount of EUR 20,000,000 (twenty million euro) (the "Specific Indemnity"). The Specific Indemnity shall, for the avoidance of doubt, exclude any Losses and Liability in connection with (i) products sold to the JV Group's customers and sold (on) to the end-users and (ii) workplace health and safety, indoor improvements and investments. 9.2 Without prejudice to Clause 8.11, the Purchaser undertakes to the Seller in connection with the Specific Indemnity given by the Seller as follows: (aA) to consult with the Seller on the necessity and scope of subsurface environmental surveys and testing to be carried out by the Joint Venture and related costs, inform the Seller on the results of such surveys and testing and of the results of any investigations and audits carried out by or upon the order of a Governmental Authority or other Person, including the costs of any corrective measures and remedial action to be taken, and consult with the Seller on any defense, objection or other legal action reasonably available to the Joint Venture or any other member of the JV Group in connection therewith; and (B) to timely request the Seller’s consent (such consent not to be unreasonably withheld, conditioned or delayed) to waive any rights or terminate any legal action against any third party in connection with such matters for which such third party would have Liability to any member of the JV Group which are expected to result in a claim by the Purchaser under the Specific Indemnity set out in Clause 9.1, including the entering into settlements with any Person. 9.3 The Purchaser shall be entitled to set-off (verrekenen) or deduct any Contingent Consideration Payments due and payable against any amounts due and payable to the Purchaser by the Seller in respect of a claim under the Specific Indemnity as set out in Clause ‎9.1. 9.4 None of the Seller’s obligations under the Specific Indemnity in Clause 9.1 shall be limited or qualified in any respect by the provisions of this Agreement, other than this Clause 9; provided, however, that the Seller shall not be liable towards the Purchaser for 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 under or in connection with any of Clause 9.1 unless Notice thereof is given by 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 Purchaser to the Closing; Seller within two (c2) years after 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 liabilities of the Principals for such Indemnifiable Losses shall also be subject to the Principal Liability Cap unless there is a Disqualifying EventCompletion Date.