Common use of Special Indemnification Clause in Contracts

Special Indemnification. Notwithstanding anything else agreed to the contrary, after each of the Closing Dates, if a matter existing before each of the Closing Dates causes Losses to the Group Companies or any Indemnitee (whether such Losses occur before or after the Closing Dates), regardless of whether such matter is disclosed in any form or not, the Transferor shall, upon request of the Transferee, indemnify and hold harmless the relevant Indemnitee from and against such Losses. The foregoing includes, without limitation, the following: (1) The Group Companies fail to obtain the Governmental Approvals necessary for their business, or fail to conduct their business in compliance with all applicable Laws and Governmental Approvals in the operation of their business or are required to make rectification or imposed any punishment by relevant Governmental Authorities; (2) The Group Companies fail to pay or fully pay employees' salaries, social insurance funds (including endowment insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance) and housing fund, and/or other violations of the labor Laws of the PRC (including any penalties and overdue fines arising therefrom); (3) The Group Companies' infringement of third party Intellectual Property, or there is any ownership dispute over the Intellectual Property of the Group Companies, or any undisclosed Encumbrance exists on any of the Intellectual Property of the Group Companies, or the disclosed Encumbrance has adverse effect on the Company Business of the Group Companies; (4) Any Losses caused to the Group Companies and/or the Transferee due to any ownership dispute, entrusted holding, Encumbrance or non-compliance regarding historical equity changes (including, without limitation, non-compliance with Tax matters) in connection with the equity interest of the Group Companies, disputes arising from employee equity incentives and other matters; (5) Any Losses caused to the Group Companies and/or the Transferee due to the assertion by any existing shareholder of the Group Companies of any right, liability for breach of contract or claim against the Transferor or the Group Companies based on the Historical Investment Documents; (6) Penalties or liabilities arising out of any of the treatment of the accounts of the Group Companies, and any debts or contingent liabilities which are not properly reflected in the financial statements of the Group Companies, and penalties or liabilities arising from any violation of any applicable Laws relating to the taxation.