Special Indemnity Clause Samples

Special Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO THE STANDARD OF CARE, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM ALL LOSSES AND CLAIMS OF LOSSES DUE TO CONTRACTOR’S MISCONDUCT, NEGLIGENCE, ERROR, OR OMISSION, MADE BY ANY THIRD PARTY, THAT IN ANY WAY ARISE OR RESULT FROM CONTRACTOR’S PROFESSIONAL SERVICES, INCLUDING CLAIMS OF PROFESSIONAL LIABILITY AND VIOLATION OF APPLICABLE LAWS. THE FOREGOING INDEMNITY SHALL BE THE “CONTRACTOR’S SPECIAL INDEMNIFICATION.”

Special Indemnity. Subject to the limitations contained in Sections 8.6.1 and 8.6.2, each of the Stockholders hereby severally and not jointly agrees to indemnify Parent Indemnified Parties against, and to protect, save and keep harmless Parent Indemnified Parties from, and to assume liability for, the payment of all Losses that may be imposed on or incurred by any Parent Indemnified Party as a consequence of or in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of a representation or warranty by any Stockholder contained in Article III.A hereof; and (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Parent Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of any Stockholder contained in Article III.A hereof or in any certificate delivered by any Stockholder at the Closing. Any claim for indemnity made under this Section 8.2.2 shall not be construed as a claim under Section 8.2.1 hereof even if an Parent Indemnified Party could have made a claim under Section 8.2.1 hereof in respect of the same matters.

Special Indemnity. Prior to Closing, Sellers shall use commercially reasonable efforts to obtain and deliver to Purchaser (a) a fully executed copy of unrecorded Option Agreement for Water Pipeline Easement (the “Unrecorded Water Easement”) described in Parcel 3 on Schedule 4.02(n), and (b) an assignment instrument (the “Canal Assignment”) pursuant to which the original grantor assigned the Right-of-Way Easement described in Parcel 11 on Schedule 4.02(n) (the “Canal Easement”) to the current grantor under the Canal Easement, and an estoppel certificate or similar written assurance executed by the current grantor under the Canal Easement in form and substance reasonably acceptable to Purchaser (the “Canal Estoppel”). In the event that Sellers obtain and deliver the Unrecorded Water Easement, the Canal Assignment or the Canal Estoppel prior to Closing, and any of such are not reasonably acceptable to Purchaser, then Purchaser shall have the right to terminate this Agreement by notice to Sellers. In the event Sellers fail to obtain and deliver to Purchaser the Unrecorded Water Easement, the Canal Assignment or the Canal Estoppel on or prior to the Closing Date, from and after the Closing, each Seller shall indemnify, defend, reimburse and hold harmless the Purchaser Indemnified Parties, on a several and not a joint basis, from and against any and all reasonable Losses actually incurred by any Purchaser Indemnified Party, acting consistent with Prudent Industry Practices and in a manner consistent with the actions of such Purchaser Indemnified Party or other utilities acting under similar circumstances, as a result of, in connection with, relating to or arising out of (y) failure of Company to hold a water pipeline easement for Parcel 3 on Schedule 4.02(n), with no further consideration due, and otherwise on terms substantially similar to the unrecorded easement for Parcel 5 on Schedule 4.02(n) (in the event that Sellers fail to deliver the Unrecorded Water Easement prior to the Closing Date), or (z) assignment to the current grantor of the Canal Easement having caused or resulting in a material change in terms or termination of the Canal Easement (in the event that Sellers fail to deliver the Canal Assignment prior to the Closing Date), or any Company monetary breach or default under the Canal Easement (in the event that Sellers fail to deliver the Canal Estoppel prior to the Closing Date). The foregoing indemnity shall be effective notwithstanding any disclosures in the Disclo...

Special Indemnity. Each of the Warrantors shall jointly and severally indemnify and hold harmless each Indemnitee from and against any Loss attributable to underpayment of social insurance premiums and housing funds for all employees by the PRC Group Companies. The indemnification obligation of the Warrantors under this Section 1(d) shall not be affected, qualified or restricted in any way by any matter disclosed in the Disclosure Schedule.

Special Indemnity. Philipp agrees to indemnify and hold harmless UpSnap, Duratech, the Duratech Subsidiaries and the Duratech Shareholders, and its and their directors and officers, and each person, if any, who controls them within the meaning of the Securities Act (collectively, the “Special Indemnity Group”), from and against any and all Losses to which any of them may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any liability or claim (contingent of otherwise) of UpSnap that is alleged to have existed before the closing of the share exchange, it being understood that control of UpSnap has been delivered to the Duratech Shareholders free of any and all liabilities as defined under GAAP. The indemnity set forth herein shall survive the consummation of the transactions herein for a period of one year after the Closing Date.

Special Indemnity. Notwithstanding any other provision of this agreement, in the event that (a) Cayman Co fails to complete the wholly-owned acquisition of US Co in accordance with paragraph 4.2.17 hereof, or (b) the PRC-based Group Company fails to make social insurance and housing provident fund contributions for its employees in accordance with the laws prior to the Closing, or (c) any of the Guarantors breaches the representations and warranties made pursuant to Article 3.1 hereof in respect of any of the following matters, and any losses are incurred directly or indirectly by the Investor as a result of the foregoing, whether or not disclosed to the Investor, the Guarantors shall severally and jointly be liable to the Investor for any such loss, and shall take corresponding measures to hold the Investor harmless from any further losses: (1) disputes between any of the Founders and their former employers; (2) disputes over any intellectual property right of the Group Company; or (3) the Group Company fails to settle the debts (if any) that have fall overdue as of the Closing Date.

Special Indemnity. Notwithstanding the foregoing and anything contained in the Financial Statements and Disclosure Schedule, each Seller Party shall, jointly and severally, indemnify the Indemnified Party any increase in its liabilities or any dilution of the its interests in the Group Companies or any diminution in the value of the Series C-3 Purchaser’ interests in the Group Companies as a result of following matters: (i) any failure to comply with the PRC laws and regulations in respect of the Principal Business as currently conducted or proposed to be conducted by the Group Companies; (ii) the fact that any of the Seller Parties violates the applicable laws, regulations and rules in relation to Taxes (including those resulting from cancellation or reclamation of tax benefits of any kind relating to the Group Companies) or fails to pay any Taxes imposed by any competent governmental authority arising from an event that occurred or is deemed to have occurred prior to the Closing; (iii) the fact that any of the Seller Parties violates the applicable laws in relation to social insurance or housing funds and other employment and labor matters; (iv) any monetary penalties and fines (including interests or other amounts in connection therewith) assessed by a governmental authority due to, arising out of or as a result of the failure by any shareholder of the Company to comply with any and all rules and regulations of SAFE (including Circular 37) or to successfully update any filings or registrations required by such rules and regulations; (v) the fact that any of the leased properties used by the Group Companies have liens thereon; (vi) any breaches of the Pinduoduo platform cooperation agreements with storefront owners prior to the Closing due to the payment service fee charged to such storefront owners being different from the service fee charged by Alipay (China) Network Technology Co., Ltd.

Special Indemnity. (a) From and after the Effective Time, by virtue of the Merger and subject to the terms, conditions and limitations of this Article VII, the Stockholders shall, severally (in accordance with each Stockholder’s Pro Rata Portion), but not jointly, indemnify and hold harmless the Parent Indemnified Parties for Parent Indemnifiable Losses arising out of or resulting from liabilities or obligations arising from or related to the matters set forth in Section 8.14-C(ii)(2) of the Company Disclosure Schedules (the “Special Indemnity”). (b) The sole recourse for the Special Indemnity shall be recovery from the Special Indemnity Escrow Fund. In addition to the rights and obligations in this Article VII, in the event that Parent or any of its Affiliates become the subject of any audit or investigation from any Governmental Authority regarding the matters set forth on Section 8.14(C)(ii)(2) of the Company Disclosure Schedules (a “Special Investigation”), Parent shall promptly provide notice to the Stockholders’ Representative of such Special Investigation and provide a reasonably detailed summary of such Special Investigation (a “Special Investigation Notice”). Upon receipt of a Special Investigation Notice, the Stockholders’ Representative (on behalf of the Stockholders) may participate (at its sole cost and expense) in Parent’s efforts to resolve such Special Investigation. Parent shall keep the Stockholders’ Representative reasonably informed as to the status of any such Special Investigation and shall consider any comments from the Stockholders’ Representative in good faith. (c) The Parent Indemnified Parties and the Stockholders’ Representative shall use their commercially reasonable efforts to mitigate the amount of any Parent Indemnifiable Losses arising under this Section 7.3 in accordance with Section 7.4(c). (d) Parent Indemnified Parties shall use their reasonable best efforts to obtain any recovery that may be available under the R&W Policy for any Parent Indemnifiable Losses that are indemnifiable pursuant to this Section 7.3. Notwithstanding anything to the contrary in this Agreement, in no event shall the Stockholders be required to indemnify the Parent Indemnified Parties for any Parent Indemnifiable Losses pursuant to Section 7.2 if such Parent Indemnified Parties have been indemnified pursuant to this Section 7.3 for liabilities or obligations arising from or related to the same facts or circumstances giving rise to such indemnification pursuant to t...

Special Indemnity. Notwithstanding the foregoing and anything contained in the Financial Statements and Disclosure Schedule, each Group Company shall, jointly and severally, indemnify the Indemnified Parties against any Damages that such Indemnified Parties incurred or suffered as a result of or arising out of any of the following matters: (i) any and all actual liabilities for Taxes of the Group Companies (i) for any taxable period (or portion thereof) ending on or prior to the Closing Date, or with respect to any transaction occurring on or before the Closing Date and (ii) any claim for Tax made against any Group Company in respect of any event occurred on or before the Closing or any income, profits or gains earned, accrued or received by any Group Company on or before the Closing. Unless otherwise defined in this Agreement, “Tax” shall mean any tax, duty, deduction, withholding, impost, levy, fee, assessment or charge of any nature whatsoever (including income, franchise, value added, sales, use, excise, stamp, customs, documentary, transfer, withholding, property, capital, employment, payroll, ad valorem, net worth or gross receipts taxes and any social security, unemployment or other mandatory contributions) imposed, levied, collected, withheld or assessed by any local, municipal, regional, urban, governmental, state, national or other governmental authority and any interest, addition to tax, penalty, surcharge or fine in connection therewith, including any obligations to indemnify or otherwise assume or succeed to the liability of any other Person with respect to any of the foregoing items; (ii) the fact that any of the Group Companies violates any applicable laws in relation to social insurance or housing funds and other employment and labor matters; (iii) any monetary penalties and fines (including interest or other amounts in connection therewith) assessed by a governmental authority due to, arising out of or as a result of the failure by any shareholder of the Company to comply with any and all rules and regulations of SAFE (including Circular 37) or to successfully update any filings or registrations required by such rules and regulations;