Calculation of Losses. Each of the Seller Parties agrees that in assessing the amount of damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Series B-4 Purchaser may suffer as a result of any claim made by such Series B-4 Purchaser under this Agreement, any payment made by the Company to reimburse the Series B-4 Purchaser for its losses will in itself diminish the value of the Series B-4 Purchaser’s investment in the Company and, accordingly, such payment should be taken into account in calculating the Series B-4 Purchaser’s loss or damage; and (ii) the Series B-4 Purchaser shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series B-4 Preferred Shares or Ordinary Shares arising from conversion thereof as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of the Transaction Documents.
Appears in 4 contracts
Samples: Series B 4 Preferred Shares Purchase Agreement, Series B 4 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series B 4 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Calculation of Losses. Each of the Seller Parties agrees that in assessing the amount of damages Damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Series B-4 Purchaser Indemnified Parties may suffer as a result of any claim made by such Series B-4 Purchaser the Indemnified Parties under this Agreement, any payment made by the Company to reimburse the Series B-4 Purchaser Indemnified Parties for its losses will in itself diminish the value of the Series B-4 C-3 Purchaser’s investment in the Company and, accordingly, such payment should be taken into account in calculating the Series B-4 Purchaser’s Indemnified Parties’ loss or damage; and (ii) the Series B-4 Purchaser Indemnified Parties shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series B-4 C-3 Preferred Shares or Ordinary Shares arising from conversion thereof as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of the Transaction Documents.
Appears in 4 contracts
Samples: Series C 3 Preferred Shares Purchase Agreement, Series C 3 Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C 3 Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)
Calculation of Losses. Each of the Seller Parties agrees that in assessing the amount of damages Damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Series B-4 Purchaser Indemnified Parties may suffer as a result of any claim made by such Series B-4 Purchaser the Indemnified Parties under this Agreement, any payment made by the Company to reimburse the Series B-4 Purchaser Indemnified Parties for its losses will in itself diminish the value of the Series B-4 C Purchaser’s investment in the Company and, accordingly, such payment should be taken into account in calculating the Series B-4 Purchaser’s Indemnified Parties’ loss or damage; and (ii) the Series B-4 Purchaser Indemnified Parties shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series B-4 C Preferred Shares or Ordinary Shares arising from conversion thereof as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of the Transaction Documents.
Appears in 3 contracts
Samples: Series C Preferred Shares Purchase Agreement (Pinduoduo Inc.), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD), Series C Preferred Shares Purchase Agreement (Walnut Street Group Holding LTD)