Common use of Indemnification by the Warrantors Clause in Contracts

Indemnification by the Warrantors. In the event of: (i) any breach or violation of, or inaccuracy or misrepresentation in any representation or warranty made by any Warrantor contained in this Agreement; (ii) the breach or violation of any covenant or agreement by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the Closing, but with respect to a matter which occurred before the Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the Purchaser or its officers or directors by any third party as a result of any act or omission by any Warrantor or its directors in breach of its obligations under the Transaction Documents (each of (i), (ii), (iii) or (iv), a “Breach”), the Warrantors shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser within sixty (60) days following the Breach. After sixty (60) days following the Breach, the Warrantors shall, jointly and severally, indemnify the Purchaser and its Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, Liabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due to, directly or indirectly, any Breach, ALWAYS provided that the Warrantors shall not be obliged to indemnify any Indemnitee unless the aggregate amount of Indemnifiable Loss exceeds US$50,000; further provided that, such Purchaser shall first seek indemnification from the Group Companies, and if the Group Companies are found liable to such Purchaser and do not have sufficient resources (after liquidation, dissolution or similar act) to indemnify such Purchaser, such Purchaser may then seek indemnification from the Founders.

Indemnification by the Warrantors. In Each of the event of: Group Companies, the Founding Shareholders and the Founders (i) any breach or violation ofeach, or inaccuracy or misrepresentation in any representation or warranty made by any Warrantor contained in this Agreement; (ii) the breach or violation of any covenant or agreement by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the Closing, but with respect to a matter which occurred before the Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the Purchaser or its officers or directors by any third party as a result of any act or omission by any Warrantor or its directors in breach of its obligations under the Transaction Documents (each of (i), (ii), (iii) or (iv), a an “BreachIndemnifying Party”), the Warrantors shall, jointly and severally, or cause hereby agree to indemnify and hold harmless the other Warrantors toInvestor, cure such Breach (to and the extent that such Breach is curable) to the satisfaction of the Purchaser within sixty (60) days following the Breach. After sixty (60) days following the BreachInvestor’s directors, the Warrantors shall, jointly and severally, indemnify the Purchaser and its Affiliates, limited partners, members, stockholdersofficers, employees, Affiliates, agents and representatives assigns (each, an “Indemnitee”) for against any and all losses, Liabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due toLosses, directly or indirectly, as a result of, or based upon or arising from any Breachinaccuracy in or breach or nonperformance of any of the representations, ALWAYS provided that the Warrantors shall not be obliged to indemnify any Indemnitee unless the aggregate amount of Indemnifiable Loss exceeds US$50,000; further provided thatwarranties, such Purchaser shall first seek indemnification from undertakings, covenants or agreements made by the Group Companies, the Founding Shareholders and/or the Founders in or pursuant to this Agreement and if any other Transaction Agreement (“Breach”), provided that the Investor shall have given the Company a written notice with respect to a Breach (a “Breach Notice”), setting forth in reasonable detail the specific facts and circumstances pertaining thereto, and requesting the Company to cure or rectify such breach within thirty (30) business days (“Cure Period”) from the date of such written notice, and the Company has failed to cure or rectify the breach within the Cure Period. For purposes of this Section, “Indemnifiable Loss” means, with respect to any Indemnitee, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Indemnitee, as incurred and (ii) any taxes (other than income tax) that may be payable by such Indemnitee as a result of the indemnification of any Indemnifiable Loss hereunder. Without limitation to the foregoing, in the event that there are any claims against the Indemnitee or a Group Companies are found liable Company by a third party (the “Third Party Claim”) arising from a Breach or any liabilities or potential liabilities of a Group Company that have not been disclosed to the Investor as of the date hereof, each Indemnifying Party, jointly and severally, hereby agrees to be solely responsible to such Purchaser Third Party Claim and do hold harmless any Indemnitee. The representations, warranties, covenants and agreements made by any Warrantor in or pursuant to this Agreement or any of the other Transaction Documents shall survive the Closing. The rights contained in this Section 9.18 shall not have sufficient resources (after liquidation, dissolution be deemed to preclude or similar act) otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to indemnify such Purchaser, such Purchaser may then seek indemnification from any misrepresentation. This Section 9.18 shall survive the FoundersClosing.

Indemnification by the Warrantors. In the event of: (i) any breach or violation of, or inaccuracy or misrepresentation in any representation or warranty made by any Warrantor contained in this Agreement; (ii) the breach or violation of any covenant or agreement by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the First Closing, but with respect to a matter which occurred before the First Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the any Purchaser or its officers or directors by any third party as a result of any act or omission by any Warrantor or its directors in breach of its obligations under the Transaction Documents (each of (i), (ii), (iii) or (iv), a “Breach”), the Warrantors shall, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser Purchasers within sixty (60) days following the Breach. After sixty (60) days following the Breach, the Warrantors shall, jointly and severally, indemnify the Purchaser Purchasers and its Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) for any and all losses, Liabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paid, suffered, sustained or incurred by the Indemnitees (each, an “Indemnifiable Loss”), resulting from, or arising out of, or due to, directly or indirectly, any Breach, ALWAYS provided that the Warrantors shall not be obliged to indemnify any Indemnitee unless the aggregate amount of Indemnifiable Loss exceeds US$50,000; further provided that, such Purchaser shall first seek indemnification from the Group Companies, and if the Group Companies are found liable to such Purchaser and do not have sufficient resources (after liquidation, dissolution or similar act) to indemnify such Purchaser, such Purchaser may then seek indemnification from the Founders.

Indemnification by the Warrantors. In the event of: (i) any breach or violation of, or inaccuracy or misrepresentation in any representation or warranty made by any Warrantor contained in this Agreement; (ii) the breach or violation of any covenant or agreement by any Warrantor contained in this Agreement; (iii) any Claim of any Governmental Authority or third party or any Liability of any Group Company, whether arising before or after the Closing, but with respect to a matter which occurred before the Closing, unless such matter has been disclosed in the Disclosure Schedule; or (iv) any Claims brought against the Purchaser or its officers or directors by any third party as a result of any act or omission by any Warrantor or its directors in breach of its obligations under the Transaction Documents (each of (i), (ii), (iii) or (iv), a “Breach”), the Warrantors shallThe Warrantors, jointly and severally, or cause the other Warrantors to, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser within sixty (60) days following the Breach. After sixty (60) days following the Breach, the Warrantors shall, jointly and severally, shall indemnify the Purchaser and its Affiliates, limited partners, members, stockholders, employees, agents and representatives (each, an “Indemnitee”) Purchasers for any and all losses, Liabilitiesliabilities, damages, liens, Claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation diminution in value of the Preferred Shares and reasonable advisor’s fees and other reasonable expenses of investigation, defense and resolution of any Breach paidof the foregoing (but excluding any other consequential, suffered, sustained speculative or punitive damages) incurred by any Purchaser as a result of any breach or violation of any representation or warranty made by any of the Indemnitees Warrantors or any breach by any of the Warrantors of any covenant or agreement contained herein or in any of the other Transaction Agreements (each, an “Indemnifiable Loss”). Without limiting the generality of the foregoing, resulting from, or arising out of, or due to, directly or indirectlynotwithstanding any disclosure set forth in Section 3.13 of the Disclosure Schedule, any BreachWarrantors shall also indemnify for the Purchasers for any Indemnifiable Losses incurred by such Purchasers as a result of or in connection with any of the Actions subject to Section 3.13 hereof. If any Purchaser believes that it has a claim that may give rise to an indemnity obligation hereunder, ALWAYS provided that it shall give prompt notice thereof to the Warrantors and the other Purchasers stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted provided, that for the purposes of this Section 8.1, any notice delivered to the Company and Sohu shall be deemed to have been delivered to all of the Warrantors. No such claim shall be settled or resolved without the consent of the Company and Sohu. The rights contained in this Section 8.1 shall not be obliged deemed to indemnify preclude or otherwise limit in any Indemnitee way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation. The rights contained in this Section 8.1 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation; provided that (i) no Purchaser shall attempt to collect any Indemnifiable Loss from Sohu unless and until such Purchaser has exhausted all remedies against the other Warrantors for such Indemnifiable Loss and (ii) the aggregate liability for all the Warrantors for Indemnifiable Losses shall not exceed the amount of the aggregate Purchase Price. Except with respect to Indemnifiable Losses incurred as a result of any breach or violation by Sohu, Sohu shall not be obligated to pay any Indemnifiable Loss exceeds US$50,000; further provided that, to a Purchaser unless and until the other Warrantors have not paid such amount within thirty (30) days delivery of written request for payment by such Purchaser to the Company and Sohu; provided, that after such thirty (30) day period Sohu shall first seek indemnification from the Group Companies, and if the Group Companies are found liable be obligated to pay such Purchaser and do not have sufficient resources (after liquidation, dissolution or similar act) to indemnify amount in full upon receipt of written request by such Purchaser, such Purchaser may then seek indemnification from the Founders.