Common use of Special Indemnity Clause in Contracts

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;

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, 38 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;