Common use of Special Indemnity Clause in Contracts

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.