Common use of Specific Default Liabilities Clause in Contracts

Specific Default Liabilities. Party B shall jointly and severally indemnify Party C and/or Party A and their Affiliates, as well as their directors, managers, employees, representatives and successors, for all and any losses (including but not limited to any direct, indirect losses, losses of reasonably expected proceeds or reduction of the Company’s valuation) as a result of any of the following matters, so that they are not affected by such Losses: (1) Any debts, liabilities and responsibilities incurred by the Company arising out of or originated from any loans, debts, liabilities, guarantees and other contingent liabilities which take place on or prior to the Completion Date, or taking place after the Completion Date due to any matters which have occurred prior to the Completion Date; (2) Litigation, arbitration, administrative investigation or other administrative or judicial proceedings in respect of the conduct or events of the Company on or before the Completion Date; (3) Tax verifications/inspections on the Company due to any matter prior to the Completion Date, which lead to taxes, late fees and fines, including but not limited to any taxes corresponding to the equity transfer transactions which took place in the Company’s history, various underpaid taxes in the course of the Company’s business, individual income taxes to be withheld corresponding to the award, exercise of options and repurchase of the employee’s incentive equity, individual income taxes withheld for the salaries and bonuses of employees, etc.; (4) The following acts of the Company and/or its subsidiaries, Party B and/or other Affiliates of Party B prior to the Completion Date: (i) violations of Chinese Law, anti-corruption laws or other applicable laws and regulations or any approval; (ii) breach of any contract and agreement to which it is a party or binding on it; (iii) infringement upon the rights and interests of any third party (including but not limited to intellectual property rights); (iv) failure to pay social insurances and housing funds in accordance with Chinese Law, in which case all supplementary payments, late fees and fines shall be borne entirely by Party B; (v) there being expenses and expenditures not recorded in the books; (vi) the past accounting of the Company being not fully real, accurate or complete; (vii) any resigned Key Employee has not signed the non-competition agreement with the Company; and (viii) related transactions, arrears, obligations or liabilities to any Affiliates. To avoid any doubt, the right of Party A to make claims in respect of the aforesaid matters shall not be affected by the fact that they have been disclosed to Party A.

Specific Default Liabilities. Party B shall jointly and severally indemnify Party C Yitian Xindong and/or Party A and their Affiliates, as well as their directors, managers, employees, representatives and successors, for all and any losses (including but not limited to any direct, indirect losses, losses of reasonably expected proceeds or reduction of the Company’s valuation) as a result of any of the following matters, so that they are not affected by such Losses: (1) Any debts, liabilities and responsibilities incurred by the Company arising out of or originated from any loans, debts, liabilities, guarantees and other contingent liabilities which take place on or prior to the Completion Date, or taking place after the Completion Date due to any matters which have occurred prior to the Completion Date; (2) Litigation, arbitration, administrative investigation or other administrative or judicial proceedings in respect of the conduct or events of the Company on or before the Completion Date; (3) Tax verifications/inspections on the Company due to any matter prior to the Completion Date, which lead to taxes, late fees and fines, including but not limited to any taxes corresponding to the equity transfer transactions which took place in the Company’s history, various underpaid taxes in the course of the Company’s business, individual income taxes to be withheld corresponding to the award, exercise of options and repurchase of the employee’s incentive equity, individual income taxes withheld for the salaries and bonuses of employees, etc.; (4) The following acts of the Company and/or its subsidiaries, Party B and/or other Affiliates of Party B prior to the Completion Date: (i) violations of Chinese Law, anti-corruption laws or other applicable laws and regulations or any approval; (ii) breach of any contract and agreement to which it is a party or binding on it; (iii) infringement upon the rights and interests of any third party (including but not limited to intellectual property rights); (iv) failure to pay social insurances and housing funds in accordance with Chinese Law, in which case all supplementary payments, late fees and fines shall be borne entirely by Party B; (v) there being expenses and expenditures not recorded in the books; (vi) the past accounting of the Company being not fully real, accurate or complete; (vii) any resigned Key Employee has not signed the non-competition agreement with the Company; and (viii) related transactions, arrears, obligations or liabilities to any Affiliates. To avoid any doubt, the right of Party A to make claims in respect of the aforesaid matters shall not be affected by the fact that they have been disclosed to Party A.