Purchaser in writing, describing the fact or event in reasonable detail. Without limiting the foregoing, the Company will use commercially reasonable efforts to, with assistance from outside specialist counsel, promptly and accurately classify under the U.S. Export Administration Regulations and any other applicable U.S. export control regime each product or technology that it produces, designs, tests, manufactures, fabricates or develops, and shall maintain a matrix of export control classification numbers (and any other applicable classifications under U.S. export control laws and regulations) applicable to all such products. The Company shall consult with outside specialist counsel after such classification is made to evaluate whether the Company has become a TID U.S. business, and shall promptly notify the Purchaser in writing if the Company becomes a TID U.S. business.
The Group Companies shall and the Founders and the Founder Holdcos shall cause the Group Companies to at all times comply with all applicable Laws, including without limitation, compliance with all contributions required to be made under the PRC social insurance and housing fund schemes, and, obtain such permits and licenses necessary or desirable for the Group Companies business(es).
6.5 Filing of Restated Articles
Within ten (10) days following the Closing, the Company shall, and the Founders and Founder Holdcos shall procure the Company to, duly file the notice of Special Resolutions with the Registrar of Companies of the Cayman Islands.
6.6 WFOEs Registered Capital
Within sixty (60) days following the Closing, substantially all of the Purchase Price (except for reasonable operation costs occurred in the United States and Japan) shall have been injected into the WFOE as the registered capital of or shareholder loans to the WFOE with copies of documents evidencing the same provided to the Purchaser.
7. CURE OF BREACHES; INDEMNITY
7.1 In the event of: (a) any breach or violation of, or inaccuracy or misrepresentation in, any representation or warranty made by the Warrantors contained herein or any of the other Transaction Documents; or (b) any breach or violation of any covenant or agreement contained herein or any of the other Transaction Documents (each of (a) or (b), a Breach), the Group Companies shall, jointly and severally, cure such Breach (to the extent that such Breach is curable) to the satisfaction of the Purchaser (it being understood that any cure shall be without recourse to cash or assets of any of the Group Companies). Notwithstanding the foregoing, the Group Companies shall also, jointly and severally, indemnify the Purchaser and its Affiliates, limited partners, members, stockholders, directors, officers, employees, agents, representatives and assigns (each, an Indemnitee) for any and all losses, liabilities, damages, liens, claims, obligations, penalties, settlements, deficiencies, costs and expenses, including without limitation reasonable advisors 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.
7.2 Notwithstanding the foregoing, the Group Companies shall, jointly and severally, indemnify and keep indemnified the Indemnitees at all times and hold them harmless against any and all Indemnifiable Losses resulting from, or arising out of, or due to, directly or indirectly, any claim for (i) any material liability caused by the infringement or violation of any intellectual property rights of any third party by any Group Company, (ii) tax (including interest, penalty, surcharge or fine in connection therewith) which has been made or may hereafter be made against any DomCo or any other Group Company wholly or partly in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by any DomCo or any Group Company on or before the Closing and any reasonable costs, fees or expenses incurred and other liabilities which any DomCo or any other