Common use of Limitations on Warrantors’ Liability Clause in Contracts

Limitations on Warrantors’ Liability. (i) A JD Indemnitee shall not be entitled to recover from the Warrantors more than once in respect of the same damages suffered by such JD Indemnitee. In particular, without limitation, the foregoing shall apply where one and the same set of facts qualifies under more than one provision entitling the JD Indemnitee to a claim or remedy under this Agreement. (ii) No Warrantor shall be liable for any Losses arising under this Section 1 of this Schedule G unless the aggregate amount of all such Losses exceeds RMB10,000,000, in which case the Warrantors shall be liable for the full amount of all indemnifiable Losses as provided in this Section 1 of this Schedule G. (iii) The personal assets of the Founders (other than the Equity Securities of the Group Companies directly or indirectly held by the Founders (including the proceeds received by the Founders from the sale of any Equity Securities of the Group Companies) shall not be used to indemnify any indemnifiable Loss. (iv) The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover pursuant to this Section 1 of this Schedule G, other than with respect to breaches of any Fundamental Company Warranties, shall be limited to US$100,000,000. The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313. (v) Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Schedule G) shall not apply to any claim based on fraud of the Warrantors.

Limitations on Warrantors’ Liability. (i) A JD An Indemnitee shall not be entitled to recover from the Warrantors more than once in respect of the same damages suffered by such JD the Indemnitee. In particular, without limitation, the foregoing shall apply where one and the same set of facts qualifies under more than one provision entitling the JD Indemnitee to a claim or remedy under this Agreement. (ii) No Warrantor shall be liable for any Losses arising under this Section 1 of this Schedule G F unless the aggregate amount of all such Losses exceeds RMB10,000,000RMB5,000,000, in which case the Warrantors shall be liable for the full amount of all indemnifiable Losses as provided in this Section 1 of this Schedule G.F. (iii) The personal assets of the Founders (other than the Equity Securities of the Group Companies directly or indirectly held by the Founders (including the proceeds received by the Founders from the sale of any Equity Securities of the Group Companies)) shall not be used to indemnify any indemnifiable Loss. (iv) The With respect to the Investor, the maximum aggregate amount of Losses that the JD Indemnitees Indemnitee will be entitled to recover pursuant to this Section 1 of this Schedule G, other than with respect to breaches of any Fundamental Company Warranties, F shall be limited to US$100,000,000. The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313Purchase Price. (v) Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Schedule GF) shall not apply to any claim based on fraud of the Warrantors.

Limitations on Warrantors’ Liability. (i) A JD An Indemnitee shall not be entitled to recover from the Warrantors more than once in respect of the same damages suffered by such JD Indemnitee. In particular, without limitation, the foregoing shall apply where one and the same set of facts qualifies under more than one provision entitling the JD Indemnitee to a claim or remedy under this Agreement. (ii) No Warrantor shall be liable for any Losses arising under this Section 1 of this Schedule G F unless the aggregate amount of all such Losses exceeds RMB10,000,000, in which case the Warrantors shall be liable for the full amount of all indemnifiable Losses as provided in this Section 1 of this Schedule G.F. (iii) The personal assets of the Founders (other than the Equity Securities of the Group Companies directly or indirectly held by the Founders (including the proceeds received by the Founders from the sale of any Equity Securities of the Group Companies)) shall not be used to indemnify any indemnifiable Loss. (iv) The With respect to each Investor, the maximum aggregate amount of Losses that the JD corresponding Indemnitees will be entitled to recover pursuant to this Section 1 of this Schedule G, other than with respect to breaches of any Fundamental Company Warranties, F shall be limited to US$100,000,000. The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313Purchase Price actually paid by such Investor. (v) Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Schedule GF) shall not apply to any claim based on fraud of the Warrantors.

Limitations on Warrantors’ Liability. (i) A JD An Indemnitee shall not be entitled to recover from the Warrantors more than once in respect of the same damages suffered by such JD Indemnitee. In particular, without limitation, the foregoing shall apply where one and the same set of facts qualifies under more than one provision entitling the JD Indemnitee to a claim or remedy under this Agreement. (ii) No Warrantor shall be liable for any Losses arising under this Section 1 of this Schedule G F unless the aggregate amount of all such Losses exceeds RMB10,000,000RMB5,000,000, in which case the Warrantors shall be liable for the full amount of all indemnifiable Losses as provided in this Section 1 of this Schedule G.F. (iii) The personal assets of the Founders (other than the Equity Securities of the Group Companies directly or indirectly held by the Founders (including the proceeds received by the Founders from the sale of any Equity Securities of the Group Companies) shall not be used to indemnify any indemnifiable Loss. (iv) The With respect to each Investor, the maximum aggregate amount of Losses that the JD corresponding Indemnitees will be entitled to recover pursuant to this Section 1 of this Schedule G, other than with respect to breaches of any Fundamental Company Warranties, F shall be limited to US$100,000,000. The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313Purchase Price actually paid by such Investor. (v) Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Schedule GF) shall not apply to any claim based on fraud of the Warrantors.

Limitations on Warrantors’ Liability. (i) A JD An Indemnitee shall not be entitled to recover from the Warrantors more than once in respect of the same damages suffered by such JD Indemnitee. In particular, without limitation, the foregoing shall apply where one and the same set of facts qualifies under more than one provision entitling the JD Indemnitee to a claim or remedy under this Agreement. (ii) No Warrantor shall be liable for any Losses arising under this Section 1 of this Schedule G F unless the aggregate amount of all such Losses exceeds RMB10,000,000RMB5,000,000, in which case the Warrantors shall be liable for the full amount of all indemnifiable Losses as provided in this Section 1 of this Schedule G.F. (iii) The personal assets of the Founders (other than the Equity Securities of the Group Companies directly or indirectly held by the Founders (including the proceeds received by the Founders from the sale of any Equity Securities of the Group Companies)) shall not be used to indemnify any indemnifiable Loss. (iv) The With respect to each Investor, the maximum aggregate amount of Losses that the JD corresponding Indemnitees will be entitled to recover pursuant to this Section 1 of this Schedule G, other than with respect to breaches of any Fundamental Company Warranties, F shall be limited to US$100,000,000. The maximum aggregate amount of Losses that the JD Indemnitees will be entitled to recover with respect to breaches of any Fundamental Company Warranties (inclusive and not in duplication of the amounts recoverable in the preceding sentence), shall be limited to US$490,714,313Purchase Price actually paid by such Investor. (v) Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Schedule GF) shall not apply to any claim based on fraud of the Warrantors.