by Wejo. (i) if TKB shall have breached or failed to perform any of its covenants or other agreements contained in this Agreement or any of the representations and warranties of TKB shall be inaccurate, in either case, in a manner that (i) would give rise to the failure of a condition set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c) and (ii) is incapable of being cured, or is not cured, by TKB by the earlier of (x) (30) Business Days following written notice to TKB by Wejo of such breach or (y) the Business Day prior to the Outside Date; provided that Wejo shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if Wejo or Merger Sub are then in breach of any of their covenants or agreements contained in this Agreement, or any of the representations and warranties of Wejo and Merger Sub in this Agreement shall have become inaccurate, in either case in a manner that would give rise to the failure of a condition set forth in Section 6.3(a), Section 6.3(b) or Section 6.3(c);
by Wejo. Wejo will defend and indemnify GM (and its successors and assigns, and its officers, directors, employees, subcontractors, consultants, representatives, and agents) from and against any and all losses, including reasonable legal fees and expenses, of any kind or nature arising out of or resulting from, any claim or allegation of a third party arising from or relating to (i) Wejo’s unauthorized use of GM’s marks or other GM intellectual property, or (iii) Wejo’s breach of this Agreement. b. By GM. GM will defend and indemnify Wejo (and its successors and assigns, and its officers, directors, employees, subcontractors, consultants, representatives, and agents) from and against any and all losses, including reasonable legal fees and expenses, of any kind or nature arising out of or resulting from, any claim or allegation of a third party arising from or relating to (i) GM’s failure to obtain sufficient rights in the Data to grant Wejo the license set forth in Section 3(a) above, (ii) GM’s unauthorized use of Wejo’s marks or other Wejo intellectual property, or (iii) GM’s breach of this Agreement. 12.
by Wejo. The term “Wejo Acquisition Proposal” means any proposal or offer or indication of interest from any Person (other than a proposal or offer by TKB) relating to any direct or indirect acquisition or purchase, in one (1) transaction or a series of transactions, of assets or businesses that constitute 15% or more of the consolidated net revenues, net income, or assets (based on the fair market value thereof) of Wejo and the Wejo Subsidiaries, taken as a whole, or 15% or more of any class of voting or equity securities of Wejo, any tender offer or exchange offer or issuance of voting or equity securities that if consummated would result in any Person beneficially owning 15% or more of any class of voting or equity securities of Wejo, or any merger, amalgamation, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Wejo or a Wejo Subsidiary pursuant to which any Person or the stockholders of any Person would own 15% or more of any class of voting or equity securities of Wejo or of the surviving company or of any resulting parent company of Wejo under such transaction, other than the transactions contemplated by this Agreement.
