Common use of Breach Liabilities Clause in Contracts

Breach Liabilities. 9.1 Each Party agrees and confirms that, if either Party (“Breaching Party”) substantially breaches any provision herein, or substantially fail or delay in the performance of any obligation of it hereunder, then such Party has constituted the default under this Agreement (“Default”), and any other non-breaching Party (“Non-breaching Party”) has the right to require the Breaching Party to correct or cure such Default within a reasonable period. Should the Breaching Party does not correct or cure such Default within the reasonable period or ten (10) days after the Non-breaching Party sends the written notice to require it to take any corrective or curing measures, then 9.1.1 in case of any Shareholder or the Company being the Breaching Party, the WOFE is entitled to terminate this Agreement and require the Breaching Party to indemnify it for losses; 9.1.2 in the case of the WOFE being the Breaching Party, the Non-breaching Party is entitled to require the Breaching Party to indemnify it for losses, however, unless otherwise provided by laws, it is not entitled to terminate or rescind this Agreement under any circumstance. 9.2 Unless otherwise specified by this Agreement, this Article survives the termination of this Agreement.

Appears in 2 contracts

Samples: Proxy Agreement (AdChina Ltd.), Proxy Agreement (AdChina Ltd.)

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Breach Liabilities. 9.1 Each Party agrees 11.1 It is acknowledged and confirms that, if either confirmed that material breach of any provision in this Agreement or failure or delay to materially perform any of its obligations under this Agreement by any Party (the “Breaching Party”) substantially breaches any provision herein, or substantially fail or delay in the performance will constitute breach of any obligation of it hereunder, then such Party has constituted the default under this Agreement (“DefaultBreach”), and any other . The non-breaching Party (“Non-breaching Party”) has the right to require may request corrective or remedial measures by the Breaching Party to correct or cure such Default within a reasonable periodperiod of time. Should If the Breaching Party does not correct fails to take such corrective or cure such Default remedial measures within the reasonable period of time or ten (10) days after upon receipt of a notice to such effect from the Nonnon-breaching Party, the non-breaching Party sends has the written notice to require it to take any corrective or curing measures, thensole discretion as follows: 9.1.1 in case of any 11.1.1 If the Breaching Party is the Existing Shareholder or the Company being the Breaching PartyCompany, the WOFE is entitled to WFOE may terminate this Agreement and require hold the Breaching Party to indemnify it liable for lossesany damages; 9.1.2 in the case of the WOFE being 11.1.2 If the Breaching PartyParty is the WFOE, the Nonnon-breaching Party is entitled to require may hold the Breaching Party to indemnify it liable for lossesany damages, however, provided that the non-breaching Party may not terminate this Agreement unless otherwise provided by laws, it is not entitled to terminate or rescind under this Agreement under any circumstanceAgreement. 9.2 Unless otherwise specified by 11.2 Notwithstanding any other provisions of this Agreement, this the Article survives 11 will survive the termination of this Agreement.

Appears in 2 contracts

Samples: Exclusive Option Agreement (AdChina Ltd.), Exclusive Option Agreement (AdChina Ltd.)

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