Common use of Specific Indemnification Clause in Contracts

Specific Indemnification. (a) Without prejudice to Section 6.3, each of the Warrantors agrees, severally but not jointly, in accordance with the Proportion of Liabilities, to indemnify and hold harmless each of the Series A-1 Investors and its affiliated Indemnitees, from and against all Indemnifiable Losses (but excluding any consequential, speculative or punitive damages) suffered by such Series A-1 Investor or its affiliated Indemnitees as a result of, or based upon or arising from the following: (i) the failure of any Group Company or branch thereof as of the Closing Date to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws, where the aggregate amount of Losses suffered by the Group Companies calculated Per Event exceeds RMB50,000,000, in which event such indemnification shall be required to the full extent of the Indemnifiable Loss of the Indemnitees. For the avoidance of doubt, (x) to the extent that failure of the Net Profit to reach RMB320,000,000 is proven to be attributable to the failure of any Group Company or branch thereof as of the Closing Date to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws, upon an Indemnitee having been fully paid pursuant to Section 2.6, the Warrantors shall not be liable to that Indemnitee under this Section 6.4(a)(i) to the extent of such payment pursuant to Section 2.6 with respect thereto, and (y) to the extent that any Indemnifiable Loss resulting from the failure of any Group Company or branch thereof to obtain, maintain or update any Permit necessary for such Group Company or branch thereof to conduct its business or to otherwise comply with the applicable education related Laws is fully reflected in the audited financial statements of the PRC Company for the twelve-month period of, and ending on, December 31, 2014 and December 31, 2015, respectively, the Warrantors shall not be liable for such Indemnifiable Loss; and (ii) any demand, order or action by any Governmental Authority with respect to any underpayment, as of the Closing Date, of social security and housing fund contributions by any Group Company, where the aggregate amount of such Losses suffered by the Group Companies exceeds RMB50,000,000, in which event such indemnification shall be required to the full extent of the Indemnifiable Loss of the Indemnitees. For the avoidance of doubt, (x) to the extent that failure of the Net Profit to reach RMB320,000,000 is proven to be attributable to any demand, order or action by any Governmental Authority with respect to any underpayment, as of the Closing Date, of social security and housing fund contributions by any Group Company, upon an Indemnitee having been fully paid pursuant to Section 2.6, the Warrantors shall not be liable to that Indemnitee under this Section 6.4(a)(ii) to the extent of such payment pursuant to Section 2.6 with respect thereto, and (y) to the extent that any Indemnifiable Loss resulting from any demand, order or action by any Governmental Authority with respect to any underpayment, as of the Closing Date, of social security and housing fund contributions by any Group Company is fully reflected in the audited financial statements of the PRC Company for the twelve-month period of, and ending on, December 31, 2014 and December 31, 2015, respectively, the Warrantors shall not be liable for such Indemnifiable Loss. (b) Notwithstanding the foregoing, each of the Warrantors shall indemnify and hold harmless the Series A-1 Investors against (i) any and all Liabilities for (A) Taxes of the Group Companies 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 (B) successor or transferee Liability or other secondary Liability for the Taxes of any Person (other than a Group Company) as a result of transactions or events occurring, or contracts or agreements entered into (including Tax sharing agreements) on or prior to the Closing, and (ii) any and all Indemnifiable Losses resulting from, or arising out of, or due to, directly or indirectly, any claim for Tax which has been made or may hereafter be made against any Group Company in respect of or in consequence of any event occurring or any income, profits or gains earned, accrued or received by any Group Company on or before the Closing, where the aggregate amount of such Liability or Losses suffered by the Group Companies exceeds RMB50,000,000, in which event such indemnification shall be required to the full extent of the Liability or Indemnifiable Loss of the Indemnitees. (c) Any claim for indemnification made by any Series A-1 Investor pursuant to Section 6.4 shall be notified to the Warrantors and the Company prior to the consummation of a Qualified IPO, otherwise the Warrantors shall not be liable for any Indemnifiable Loss as a result of, or based upon or arising from such claim.