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: Shares Purchase Agreement, Preferred Shares Purchase Agreement (Pinduoduo Inc.), 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: Preferred Shares Purchase Agreement, Preferred Shares Purchase Agreement (Pinduoduo Inc.), 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)
