|6.6 || |
No More Favorable Rights
Without the prior written consent of the Lead Investor Consortium, none of the Warrantors or their respective Affiliates shall grant or make available to any holders of, or any persons who have agreed to subscribe for, Series E Preferred Shares, Series E-1 Preferred Shares or Series E-2 Preferred Shares, any rights, privileges, protections, waivers, exemptions, terms or conditions that are more favorable than those granted or made available to the Lead Investor Consortium Members under the Transaction Documents in any respect; provided, however, that the Lead Investor Consortium shall not unreasonably withhold or delay its consent with respect to reasonable rights and conditions granted to persons that can bring strategic value to the Company that is, or is reasonably expected to be, material to the business of the Group Companies taken as a whole. Without prejudice to the foregoing, if any of the Warrantors or its Affiliates grants or makes available to, whether prior to, on or after the date hereof, (i) any other holders of, or any other persons who have agreed to subscribed for, Series E Preferred Shares, Series E-1 Preferred Shares or Series E-2 Preferred Shares, any rights, privileges, protections, waivers, exemptions, consents, terms or conditions more favorable than those granted or made available to the Lead Investor Consortium Members under the Transaction Documents (except for board seats, observer seats, or those granted pursuant to instruments signed prior to the date hereof and fully disclosed to the Purchasers), then each Purchaser of Series E Preferred Shares shall be automatically entitled to such more favorable rights, privileges, protections, waivers, exemptions, consents, terms or conditions, as applicable, and shall have the right to require the Warrantors to amend and restate the applicable Transaction Documents to reflect such more favorable rights, privileges, protections, waivers, exemptions, consents, terms or conditions, as applicable, such that the undertakings set forth in the first sentence of this paragraph will remain (or become, as applicable) true and correct.
|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 a Purchaser (it being understood that any cure shall be without resorting to cash or assets of any of the Group Companies). Notwithstanding the foregoing, the Group Companies shall also, jointly and severally, indemnify such 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, diminution in value, 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; provided, however, that diminution in value as used in the preceding sentence shall not include any diminution in value not directly or indirectly caused by one or more Breaches.
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) any breach or non-performance of any of the Specified Investment Agreements, or (iii) tax which has been assessed or may hereafter be assessed against any 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 Group Company on or before the Closing and any costs, fees, penalty, surcharge, fine, expenses or other liabilities incurred in connection with the investigation, assessment or the contesting of any claim, the settlement of any claim for tax, any legal proceedings in relation to any such tax, and the enforcement of any arbitration award or judgment in relation to such tax (whether or not such tax is chargeable against or attributable to any other person), provided, however, that the Group Companies shall be under no liability in respect of taxation:
(a) that is promptly cured without resorting to cash or other assets of any Group Company;