Common use of Specific Indemnification Clause in Contracts

Specific Indemnification. Without prejudice to the generality of the foregoing, the Covenantors shall jointly and severally indemnify any Indemnified Party for any Loss suffered by such Indemnified Party as a result of or arising out of (i) any Group Company’s failure to withhold any Tax, or pay any Tax or Social Insurance (including any non-payment or underpayment) in accordance with the applicable Laws for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any tax period that includes (but does not end on) the Closing Date; (ii) any Group Company’s failure to comply with any applicable Laws in any material respects that incurred or existed on or prior to the Closing Date; (iii) any Group Company’s failure to timely obtain any Consent or Permit from any competent Governmental Authority in accordance with applicable Laws; (iv) any Action that are brought against any Group Company for matters that incurred before or are attributable to any event or situation incurred or existed before the Closing Date; (v) any infringement of Intellectual Properties by or of any third party in connection with or arising from any Group Company’s use of such Intellectual Properties and/or the upload, display and dissemination of any content by websites operated through the Group Companies that incurred before the Closing Date; (vi) any penalties, fine or other damage to the Group Companies arising out from the withdrawal of the paid-in registered capital of Shanghai Kuanyu in violation of applicable Laws by its original shareholders; or (vii) any penalties, fine or other damage to the Group Companies arising from the operation of third parties-owned websites by the Group Companies in violation of laws. The indemnification under this Section 7.3 shall not be prejudiced by or be otherwise subject to any disclosure (in the Disclosure Schedule or otherwise) and shall apply regardless of whether the Covenantors have any actual or constructive knowledge with respect thereto.