|SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017|
(c) If the Indemnifying Party has made a defense against a third party claim pursuant to Article 9.3(b), (i) the Indemnified Party may, at its own cost and expense, employ a solicitor independently and participate in a defense against a third party claim, provided that it does not affect the dominant status of Indemnifying Party in such defense; (ii) without the prior written consent of the Indemnifying Party (which should not be unreasonably withheld), the Indemnified Party shall not agree to a judgment or conciliation with respect to a third party claim, and (iii) without the prior written consent of the Indemnified Party (which should not be unreasonably withheld), the Indemnifying Party may not agree to a judgment or conciliation in respect of a third party claim, unless the Indemnified Party is completely exempt from the third party claim and any monetary compensation is made by the Indemnifying Party in full.
(d) If the Indemnifying Party does not control the defense of a third party claim, (i) the Indemnified Party may defend a third party claim and (ii) the Indemnified Party may agree to a judgment or conciliation with respect to a third party claim, without the prior written consent of the indemnifying party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be liable for indemnifying any settlement which has been reached or will be reached by the Indemnified Party without prior written consent of the Indemnifying Party.
9.4 Negative Consequences.
For purpose of Article 9, "Negative Consequences" mean all indemnities, costs, liabilities, responsibilities, losses, expenditures and expenses, including court costs and reasonable attorneys' fees and expenses; however, negative consequences do not include punitive, incidental, indirect and special damages (other than a portion of the damages in respect of any third party claim paid by or on behalf of the Indemnifying Party, including within the scope of the damages).
9.5 No other indeminity provision
Except as otherwise provided in Article 10.4(a) of this Agreement, the foregoing indemnity shall constitute the sole and exclusive remedy of the Indemnified Party after Closing Date in respect of any and all claims arising out of the Company's breach of the representations, warranties and undertakings set forth in this Agreement, and the Indemnified Party does not have any other privilege, remedy or recourse, whether for contract, tort or otherwise; the Parties agree that the Parties shall, within the maximum permissible limits of the law, expressly waive all such other remedies and privileges and recourses. Notwithstanding anything to the contrary in this Agreement, in addition to those specified in aforesaid indemnity provision, the Indemnified Party shall have the right to obtain all statutory, equitable or common law remedies in respect of any and all claims arising out of the intentional gross misconduct or fraud of the Indemnifying Party.
9.6 Indemnity limitation; derogation
Under no circumstance shall the liability of the Indemnifying Party under Article 9.2 shall exceed the amount equivalent to the aggregate Purchase Price. A person who is entitled to be indemnified under this Article 9 shall be required to take commercially reasonable steps to mitigate his or her losses.