Indemnification Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VI shall be the sole and exclusive remedy of the Parties and any parties claiming by or through any Party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, except in each case pursuant to Section 7.5 or in the case of fraud or willful misconduct.
Appears in 7 contracts
Samples: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD)
Indemnification Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VI shall be the sole and exclusive monetary remedy of the Parties and any parties Parties claiming by or through any Party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, except in each case pursuant to Section 7.5 7.12 or in the case of fraud or willful misconduct.
Appears in 4 contracts
Samples: Share Purchase Agreement (Keystone Lodging Holdings LTD), Share Purchase Agreement (Ctrip Com International LTD), Share Purchase Agreement (Expedia, Inc.)
Indemnification Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VI VII shall be the sole and exclusive remedy of the Parties and any parties claiming by or through any Party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, except in each case pursuant to Section 7.5 6.3, Section 8.5 or in the case of fraud or willful misconduct.
Appears in 2 contracts
Samples: Share Purchase Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Share Purchase Agreement (JD.com, Inc.)
Indemnification Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VI shall be the sole and exclusive remedy of the Parties and any parties claiming by or through any Party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, except in each case pursuant to Section 7.5 8.5 or in the case of fraud or fraud, willful misconduct, or gross negligence.
Appears in 2 contracts
Samples: Share Transfer Agreement (Choong Choon Hau), Share Transfer Agreement (Activist Investing LLC)
