Expedia Parties definition
Examples of Expedia Parties in a sentence
Representatives of the Expedia Parties have been provided with the Schedule 13D statement that Ctrip will file (in substantially the form previously provided to representatives of the Expedia Parties) with the SEC and the Schedule 13D statement that the Keystone Purchasers will file (in substantially the form previously provided to representatives of the Expedia Parties) with the SEC.
The sale of the Transferred Shares pursuant to this Agreement is not subject to preemptive or other similar rights of any security holder of eLong or the Expedia Parties.
Neither the period of survival nor the liability of the Expedia Parties with respect to their respective representations, warranties, covenants and agreements shall be reduced by any investigation made at any time by or on behalf of any of the Ctrip Parties, the Keystone Purchasers or Luxuriant.
As of immediately prior to the execution and delivery of this Agreement by the Parties, the Seller is the sole and exclusive record owner of the Transferred Shares and the Expedia Parties are the sole beneficial owners of the Transferred Shares, free and clear of any Encumbrances and restrictions on transfer (other than Encumbrances and restrictions under applicable securities Laws, the Investor Agreement, the 2011 Investor Rights Agreement and the Memorandum and Articles of Association).
The Expedia Parties shall have the right to control the conduct of any claim, investigation, proceeding, or communication with a relevant PRC Taxing Authority in connection with any such Taxes.
After such Tax reporting, the Expedia Parties agree to use their commercially reasonable efforts to promptly submit all documents lawfully requested by the applicable PRC Taxing Authority in connection with such Tax reporting, and give regular updates to Ctrip as to the determination (and deliver to Ctrip assessment notices, if any, issued by the applicable PRC Taxing Authority in connection with such determination).
For each such Tax report or filing made pursuant to this Section 5.3(c), the Expedia Parties shall procure that a copy of the proof of such Tax report or filing is delivered substantially simultaneously to Ctrip and eLong in a timely manner.
Each Party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby, except that the Purchasers, on the one hand, and the Expedia Parties, on the other hand, shall each pay one-half of any expenses payable in connection with the sales, use, transfer, stamp duty or similar taxes payable in connection with the conveyance and transfer of the Transferred Shares contemplated by this Agreement.
Except as set forth in the Seller Disclosure Letter, the Expedia Parties hereby jointly and severally represent and warrant to the Ctrip Parties, the Keystone Purchasers and Luxuriant each of the representations and warranties contained in this Article III.
The covenants and agreements of the Expedia Parties set forth herein shall survive the Closing until fully discharged in accordance with their terms.