Common use of Special Indemnity Clause in Contracts

Special Indemnity. Other than with respect to matters expressly contained in the Disclosure Schedule (as amended, if applicable), (i) each Warrantor shall jointly and severally indemnify and hold harmless each Indemnified Party from and against any and all Indemnifiable Losses suffered by such Indemnified Party, directly or indirectly, as a result of, or based upon or arising from any activities, businesses and operations of any Group Company at any time from its establishment to the date of the Closing (including any non-compliance with any applicable Laws or Contracts, any dispute with a third party with respect to the Group’s Intellectual Properties, or the failure to timely obtain any Consent (including but not limited to the value-added telecommunication license) from the competent Governmental Authority in accordance with the applicable Laws, or the non-payment or underpayment of Social Insurance or housing fund contributions, or any action, suit, arbitration or other court proceeding, pending or threatened, due to the facts existing prior to the Closing even if the liability is actually incurred after the Closing), and (ii) YY shall indemnify at all times and hold harmless each Group Company from and against any and all Indemnifiable Losses suffered by such Indemnified Party and/or each Group Company for any breach or violation of their respective representations, warranties, covenants and obligations under Section 4 of this Agreement. This Section 8.11(iii) shall automatically terminate and be of no further force or effect upon expiration of a term of twenty-four (24) months after the Closing; provided, however, this Section 8.11(iii) shall not terminate if any claim made with reasonable specificity by the party seeking to be indemnified under this Section 8.11(iii) exists at the expiration of such term, and this Section 8.11(iii) shall remain valid and in force until such claim is finally and fully resolved. Notwithstanding anything to the contrary provided in this Agreement, the aforementioned limitation on term of validity of this Section 8.11(iii) shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation on the part of any Warrantor or YY.

Special Indemnity. Other than with respect to matters expressly Notwithstanding anything contained in the Disclosure Schedule (as amended, if applicable), (i) each Warrantor shall jointly and severally indemnify at all times and hold harmless each Indemnified Party Indemnitee from and against any and all Indemnifiable Losses suffered by such Indemnified PartyIndemnitee, directly or indirectly, as a result of, or based upon or arising from (i) any activities, businesses and operations of any Group Company at any time from its establishment to the date of the Closing (including any non-compliance with any applicable Laws or Contracts), including but not limited to any dispute non-compliance with a third party with respect Laws related to the Group’s Intellectual Propertiespersonal information protection and data security, data authorization, or the failure to timely obtain any Consent (including but not limited to the value-added telecommunication license) or permit from the any competent Governmental Authority in accordance with the applicable Laws, or the non-payment code resources is terminated or underpayment withdrew due to user complaints and illegal information sent by clients of the Group Companies which have a Material Adverse Effect on the Group Companies, (ii) any shortfall in the required statutory contributions to or withholdings of Social Insurance or benefits and/or mandatory housing fund contributionsand any shortfall in any withholding of the individual income tax by any Group Company as well as any fines, penalties and interest (whether accrued before or after the Closing) imposed on any Group Company by relevant Governmental Authority as a result of any such shortfall, (iii) any claim made by any Person in relation to the shareholding of any Group Company, (iv) any action, suit, arbitration or other court legal proceeding, pending or threatened, due to the facts existing prior to the Closing even if the liability is actually incurred after the Closing, (v) any infringement, violation or misappropriation of any Intellectual Property of any third party by any Group Company, (vi) the execution of the Cooperation Documents, (vii) any Liability attributable to the non-compliance of anti-bribery by any Warrantor, (viii) any Liability attributable to the non-compliance of any commitment made to any third party (including but not limited to his/her former Employer) or the any agreement concluded with any third party (including but not limited to his/her former Employer), and or (iiix) YY shall indemnify at all times and hold harmless each Group Company from and against any and all Indemnifiable Losses suffered by such Indemnified Party and/or each Group Company for Liability attributable to any breach or violation of their respective breach, representations, warrantiescovenants, covenants and or obligations under Section 4 of this Agreement. This Section 8.11(iii) shall automatically terminate and be of no further force the “Warrantors” as defined in any Prior Purchase Agreements, or effect upon expiration of a term of twenty-four (24) months after the Closing; provided, however, this Section 8.11(iii) shall not terminate if any claim made with reasonable specificity by any previous investor of the party seeking to be indemnified under this Section 8.11(iii) exists at the expiration of such term, and this Section 8.11(iii) shall remain valid and Company in force until such claim is finally and fully resolved. Notwithstanding anything relation to the contrary provided in this Agreement, the aforementioned limitation on term of validity of this Section 8.11(iii) shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation on the part of any Warrantor or YYforgoing.

Special Indemnity. Other than with respect to matters expressly contained in the Disclosure Schedule (as amended, if applicable), (ix) each Warrantor shall jointly and severally indemnify and hold harmless each Indemnified Party from and against any and all Indemnifiable Losses suffered by such Indemnified Party, directly or indirectly, as a result of, or based upon or arising from any activities, businesses and operations of any Group Company at any time from its establishment to the date of the Closing (including any non-compliance with any applicable Laws or Contracts, any dispute with a third party with respect to the Group’s Intellectual Properties, or the failure to timely obtain any Consent (including but not limited to the value-added telecommunication license) from the competent Governmental Authority in accordance with the applicable Laws, or the non-payment or underpayment of Social Insurance or housing fund contributions, or any action, suit, arbitration or other court proceeding, pending or threatened, due to the facts existing prior to the Closing even if the liability is actually incurred after the Closing), and (iiy) YY shall indemnify at all times and hold harmless each Group Company Indemnified Party from and against any and all Indemnifiable Losses suffered by such Indemnified Party and/or each Group Company for any breach or violation of their respective its representations, warranties, covenants and obligations under Section 4 Sections 4, 8.1(b), and 9.8 of this Agreement to the extent that the Indemnifiable Losses of such Indemnified Party, in its capacity as a shareholder of any Group Company, have not otherwise been indemnified, compensated or remedied by YY; and (z) Xx. Xxxx and the Dong SPVs shall jointly and severally indemnify and hold harmless each Indemnified Party and each Group Company, from and against any and all Indemnifiable Losses suffered by such Indemnified Party or such Group Company, directly or indirectly, as a result of, or based upon any claim or Action that any of the Series A Investors may have against any of the Group Companies, in each case, arising out of or in connection with any of the representations, warranties, covenants and indemnities made by each of them under or in connection with or pursuant to (1) the Series A Share Subscription Agreement, (2) the Series A Shareholders Agreement and/or (3) the investment in the Group Companies by any Series A Investor. This Section 8.11(iii8.3(iii) shall automatically terminate and be of no further force or effect upon expiration of a term of twenty-four (24) months after the Closing; provided, however, this Section 8.11(iii8.3(iii) shall not terminate if any claim made with reasonable specificity by the party seeking to be indemnified under this Section 8.11(iii8.3(iii) exists at the expiration of such term, and this Section 8.11(iii8.3(iii) shall remain valid and in force until such claim is finally and fully resolved. Notwithstanding anything to the contrary provided in this Agreement, the aforementioned limitation on term of validity of this Section 8.11(iii8.3(iii) shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation on the part of any Warrantor or YY.

Special Indemnity. Other than with respect to matters expressly contained in the Disclosure Schedule (as amended, if applicable), (ix) each Warrantor shall jointly and severally indemnify and hold harmless each Indemnified Party from and against any and all Indemnifiable Losses suffered by such Indemnified Party, directly or indirectly, as a result of, or based upon or arising from any activities, businesses and operations of any Group Company at any time from its establishment to the date of the Closing (including any non-compliance with any applicable Laws or Contracts, any dispute with a third party with respect to the Group’s Intellectual Properties, or the failure to timely obtain any Consent (including but not limited to the value-added telecommunication license) from the competent Governmental Authority in accordance with the applicable Laws, or the non-payment or underpayment of Social Insurance or housing fund contributions, or any action, suit, arbitration or other court proceeding, pending or threatened, due to the facts existing prior to the Closing even if the liability is actually incurred after the Closing), and (iiy) YY shall indemnify at all times and hold harmless each Group Company Indemnified Party from and against any and all Indemnifiable Losses suffered by such Indemnified Party and/or each Group Company for any breach or violation of their respective its representations, warranties, covenants and obligations under Section 4 Sections 4, 8.1(b), and 9.8 of this Agreement to the extent that the Indemnifiable Losses of such Indemnified Party, in its capacity as a shareholder of any Group Company, have not otherwise been indemnified, compensated or remedied by YY; and (z) Mx. Xxxx and the Dong SPVs shall jointly and severally indemnify and hold harmless each Indemnified Party and each Group Company, from and against any and all Indemnifiable Losses suffered by such Indemnified Party or such Group Company, directly or indirectly, as a result of, or based upon any claim or Action that any of the Series A Investors may have against any of the Group Companies, in each case, arising out of or in connection with any of the representations, warranties, covenants and indemnities made by each of them under or in connection with or pursuant to (1) the Series A Share Subscription Agreement, (2) the Series A Shareholders Agreement and/or (3) the investment in the Group Companies by any Series A Investor. This Section 8.11(iii8.3(iii) shall automatically terminate and be of no further force or effect upon expiration of a term of twenty-four (24) months after the Closing; provided, however, this Section 8.11(iii8.3(iii) shall not terminate if any claim made with reasonable specificity by the party seeking to be indemnified under this Section 8.11(iii8.3(iii) exists at the expiration of such term, and this Section 8.11(iii8.3(iii) shall remain valid and in force until such claim is finally and fully resolved. Notwithstanding anything to the contrary provided in this Agreement, the aforementioned limitation on term of validity of this Section 8.11(iii8.3(iii) shall not apply in the event of any fraud, willful misconduct, gross negligence or willful default or willful misrepresentation on the part of any Warrantor or YY.