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SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document

Execution Version



8.8           Approval of the Purchaser


The Company shall have received a set of valid certificates and the relevant documents of the Purchaser, including but not limited to the Articles of Incorporation, executed resolutions authorizing the performance and completion of the Transaction under this Agreement.


Article 9
Representations, Warranties and Survival; Indemnities


9.1           Representations, Warranties and Survival.


All undertakings, agreements, representations and warranties made by the parties in this Agreement shall survive the execution of this Agreement, the delivery of Purchased Shares to the Purchaser and the payment of the Price, and remain effective for a period of twelve (12) months after the Closing Date (if applicable). This Article 9.1 does not restrict any undertakings or agreements to be performed after the expiry of such 12-month period, as expressly made by the parties in this Agreement.


9.2           Indemnities.


Indemnities. As of the Closing Date, subject to the restrictions referred to in Article 9.6, the Company (hereinafter referred to as the "Indemnifying Party") shall indemnify, hold harmless and defend Purchaser and its senior officers, directors and affiliates (hereinafter referred to as the "Indemnified Party" each or collectively "Indemnified Parties") (as defined below) against the losses arising from or in relation to the breach of the representations, warranties or undertakings contained in this Agreement (as at the date of the making or the date of closing) by Company, includes court costs and reasonable attorneys' fees and expenses. Except for the losses caused by the indemnified Party maliciously known or has gross negligence...


9.3           Matters concerning the third party.


(a)               If any third party informs the Indemnified Party of any matters which may result in a claim against the Indemnifying Party under this Article 9 (hereinafter referred to as the "Third Party Claim"), the Indemnified Party shall forthwith notify the Indemnifying Party in writing, provided however that any delay of Indemnified Party in such notice shall not relieve the obligation of the Indemnifying Party under this Agreement, unless the Indemnifying Party is therefore injured (only in that respect).


(b)               Indemnifying Party is entitled to choose and provide to the Indemnified Party a legal adviser, with whom Indemnified Party is reasonably satisfied, and who will defend for the Indemnified Party with respect to a third party claim, provided that (i) within 15 days after Indemnified Party issuing a third party claim notice, the Indemnifying Party shall notify the Indemnified Party in writing that the Indemnifying Party will defend against the third party claim, (ii) the Indemnifying Party shall provide the Indemnified Party with evidences that the Indemnified Party can reasonably accept, showing that the Indemnifying Party has financial resources to defend against the third party claim, (iii) a third party claim relates only to monetary indemnity, other than an injunction or other equitable remedy for which the indemnified party applies, (iv) if being settled or adversely adjudicated, the third party claim, based on the good faith determination made by indemnifying party, is not likely to establish a precedent or practice, and to adversely affect the continuing interest or reputation of the indemnified party, and (v) the Indemnifying Party makes every effort to bring an allegation and defend against the third party claim.