Common use of Indemnification by CRIC Clause in Contracts

Indemnification by CRIC. Except as otherwise provided in this Agreement, CRIC shall, for itself and as agent for each of its subsidiaries and VIEs, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the E-House Indemnitees from and against, and shall reimburse the E-House Indemnitees with respect to, any and all Losses that any third party seeks to impose upon the E-House Indemnitees, or which are imposed upon the E-House Indemnitees, and that relate to, arise or result from, whether prior to, on or following the Live Filing Date, any of the following items (without duplication): (a) any CRIC Liability; (b) any breach by CRIC or any of its subsidiaries and VIEs of this Agreement or any of the Inter-Company Agreements; and (c) any Liabilities relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information (i) contained in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement (other than information provided in writing by E-House or any of its subsidiaries or VIEs to CRIC specifically for inclusion in the IPO Registration Statement, any issuer free writing prospectus or any preliminary, final or supplemental prospectus forming a part of the IPO Registration Statement), (ii) contained in any public filings made by CRIC with the SEC following the Live Filing Date or (iii) provided in writing by CRIC or its subsidiaries or VIEs to E-House specifically for inclusion in E-House’s annual or quarterly reports following the Live Filing Date to the extent (A) such information pertains to (x) CRIC or its subsidiaries or VIEs or (y) the CRIC Business or (B) E-House has provided prior written notice to CRIC that such information will be included in one or more annual or quarterly reports, specifying how such information will be presented, and the information is included in such annual or quarterly reports; provided that this sub-clause (B) shall not apply to the extent that any such Liability arises out of or results from, or in connection with, any action or inaction of E-House or any of its subsidiaries or VIEs, including as a result of any misstatement or omission of any information by E-House or its subsidiaries or VIEs to CRIC. In the event that CRIC or any of its subsidiaries or VIEs makes a payment to the E-House Indemnitees hereunder, and any of the E-House Indemnitees subsequently diminishes the Liability on account of which such payment was made, either directly or through a third-party recovery (other than a recovery indirectly from E-House or its subsidiaries or VIEs), E-House will promptly repay (or will procure an E-House Indemnitee to promptly repay) CRIC (or its subsidiary or VIE that has made the payment) the amount by which the payment made by CRIC (or its subsidiary or VIE that has made the payment) exceeds the actual cost of the associated indemnified Liability.