Common use of Default Liabilities Clause in Contracts

Default Liabilities. 11.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party A, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge confirm that, in the event that a if any Party (the “Defaulting Party”) substantially violates breaches any of the agreements hereunder provisions herein, or fails to perform or delays in the performance of any of its obligations hereunder substantiallyobligation under this Agreement, it such breach, failure or delay shall constitute a default under this Agreement (the “Default”). The , and the non-defaulting party Party (the “Non-defaulting Party”) shall be is entitled to request require the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take any remedial measures within reasonable period of time or within ten (10) days after a upon receipt of the written notice sent by of the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party AParty, the Non-defaulting Party shall be is entitled to determinedecide, at its sole discretiondiscretion as follows: 9.1 If the Defaulting Party is the Pledgor or Party C, to: (1) the Pledgee is entitled to terminate this Agreement and request claim damages from the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if ; 9.2 If the Defaulting Party is Party Bthe Pledgee, the Non-defaulting Party shall be is entitled to request claim damages from the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by Party; however, the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall may not request to terminate this Agreement for in any reasons under any circumstances, except event unless otherwise required provided under the law or under this Agreement.laws; and 11.3 Notwithstanding 9.3 The Non-defaulting Party is entitled to enforce the performance of the obligations herein against the Defaulting Party and claim damages from the Defaulting Party. The rights and remedies set forth herein shall be cumulative, and shall not preclude any other provisions hereunderrights or remedies entitled to such Party as provided under the laws. The Pledgor agrees to assume the joint and several liabilities with the other shareholders of Party C for the execution and performance of the equity pledge agreement(s) by such shareholders. If any shareholder breaches any provision of the equity pledge agreement to which it is a party, this Article XI shall survive the suspension or termination Pledgee is entitled to claim default liabilities from either shareholder of this Agreement.Party C.

Default Liabilities. 11.1 The Parties agree and acknowledge confirm that, in the event that a if any Party (the “Defaulting Party”) substantially violates breaches any of the agreements hereunder provisions herein, or fails to perform or delays in the performance of any of its obligations hereunder substantiallyobligation under this Agreement in any material aspect, it such breach, failure or delay shall constitute a default under this Agreement (the “Default”). The , and the non-defaulting party Party (the “Non-defaulting Party”) shall be is entitled to request require the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take any remedial measures within reasonable period of time or within ten (10) days after a upon receipt of the written notice sent by of the Non-defaulting Party, the Non-defaulting Party is entitled to decide, at its sole discretion as follows: (1) If the Defaulting Party requesting for is Party B, Party A is entitled to terminate this Agreement and claim damages from the rectification, and if Defaulting Party; (2) If the Defaulting Party is Party A, the Non-defaulting Party shall be is entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request claim damages from the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party Bhowever, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall may not request to terminate this Agreement for in any reasons under any circumstances, except event unless otherwise required provided under the law or under this Agreementlaws. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge that, in the event that a if any Party (the “Defaulting Party”) substantially violates breaches any of the agreements hereunder provision hereunder, or fails to perform or delays in performing any of its obligations hereunder substantiallyhereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (the “Default”). The ) and that in such event, the non-defaulting party Party/Parties (the “Non-defaulting Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to rectify the cure such Default or take remedial measures within a reasonable periodtime. In the event that If the Defaulting Party fails to rectify the cure such Default or take remedial measures within a with such reasonable period time or within ten (10) days after a written notice sent by of the Non-defaulting Defaulting Party to notifying the Defaulting Party in writing and requesting for it to cure such Default, the rectificationNon-Defaulting Party may elect, and in its (their) discretion, to do the following: 11.1.1 if the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party Ato indemnify the damages. For the avoidance of doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or Company; 11.1.2 if the Defaulting Party is the WFOE, the Non-defaulting Party shall be entitled has right to determine, at its sole discretion, to: (1) terminate this Agreement and request claim the Defaulting Party to indemnify all losses incurred by the Non-defaulting Partydamages, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, provided that in no event shall the Non-defaulting Party shall be entitled have the right to request terminate or rescind this Agreement, except that the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred contrary is provided by the Non-defaulting Partylaw. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunderherein, the effectiveness of this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 6.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If the Target Shareholder or the Target is the Defaulting Party, the WFOE has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the WFOE is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and WFOE to indemnify all losses incurred damages, and except as otherwise provided by laws and regulations, no party other than WFOE has the right to terminate or dissolve this Agreement under any circumstance. 6.2 Notwithstanding anything else contained herein, the effect of this section shall not be affected by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 6.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If the Target Shareholder or the Target is the Defaulting Party, the WFOE has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the WFOE is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and WFOE to indemnify all losses incurred damages, and except as otherwise provided by law, no party other than WFOE has the right to terminate or dissolve this Agreement under any circumstance. 6.2 Notwithstanding anything else contained herein, the effect of this section shall not be affected by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 5.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If the Pledgor or the Target is the Defaulting Party, the Pledgee has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the Pledgee is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and Pledgee to indemnify all losses incurred damages, and except as otherwise provided by law, under no circumstance will it have the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request right to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under dissolve this Agreement. 11.3 5.2 Notwithstanding any other provisions hereunderanything else contained herein, the effect of this Article XI section shall survive not be affected by the suspension or termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge that, in the event that a if any Party (the “Defaulting Party”) substantially violates breaches any of the agreements hereunder provision hereunder, or fails to perform or delays in performing any of its obligations hereunder substantiallyhereunder, it such breach, failure or delay shall constitute a default under this Agreement hereunder (the “Default”). The ) and that in such event, the non-defaulting party Party/Parties (the “Non-defaulting Defaulting Party”) shall be entitled have the right to request demand the Defaulting Party to rectify the cure such Default or take remedial measures within a reasonable periodtime. In the event that If the Defaulting Party fails to rectify the cure such Default or take remedial measures within a with such reasonable period time or within ten (10) days after a written notice sent by of the Non-defaulting Defaulting Party to notifying the Defaulting Party in writing and requesting for it to cure such Default, the rectificationNon-Defaulting Party may elect, and in its (their) discretion, to do the following: 11.1.1 if the Defaulting Party is any of Each of Shareholders or the Company, the WFOE shall have the right to terminate this Agreement and claim the Defaulting Party Ato indemnify the damages. For the avoidance of doubt, the responsibility of shareholders or the responsibility between the shareholders and the Company is independent, and the shareholders do not bear any joint liability for any obligation or responsibility of the other existing shareholders or Company; 11.1.2 if the Defaulting Party is the WFOE, the Non-defaulting Party shall be entitled has right to determine, at its sole discretion, to: (1) terminate this Agreement and request claim the Defaulting Party to indemnify all losses incurred by the Non-defaulting Partydamages, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, provided that in no event shall the Non-defaulting Party shall be entitled have the right to request terminate or rescind this Agreement, except that the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred contrary is provided by the Non-defaulting Partylaw. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunderherein, the effectiveness of this Article XI Clause shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 6.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If any Target Shareholder or the Target is the Defaulting Party, the WFOE has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the WFOE is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and WFOE to indemnify all losses incurred damages, and except as otherwise provided by laws and regulations, no party other than WFOE has the right to terminate or dissolve this Agreement under any circumstance. 6.2 Notwithstanding anything else contained herein, the effect of this section shall not be affected by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 10.1 The Parties agree and acknowledge confirm that, in the event that a if any Party (the “Defaulting Party”) breaches substantially violates any of the agreements hereunder or substantially fails to perform any of its the obligations hereunder substantiallyhereunder, it such a breach or failure shall constitute a default under this Agreement hereunder (the “Default”). The , and the non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period of time or within ten (10) days after a upon receipt of the written notice sent by from the Nonnon-defaulting Party party, the non-defaulting party shall be entitled to decide to, at its discretion: 10.1.1 provided that if the Defaulting Party requesting for is Party B, Party A shall be entitled to terminate this Agreement and require the rectification, and Defaulting Party to indemnify all the damages; or 10.1.2 provided that if the Defaulting Party is Party A, the Non-defaulting Party B shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred the damages. However, unless otherwise provided by the Non-defaulting Partylaws, or (2) request the Defaulting under no circumstances shall Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall B be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under rescind this Agreement. 11.3 10.2 Notwithstanding any other provisions hereunderherein, this Article XI 10 shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 5.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If any Pledgor or the Target is the Defaulting Party, the Pledgee has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the Pledgee is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and Pledgee to indemnify all losses incurred damages, and except as otherwise provided by law, under no circumstance will it have the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request right to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under dissolve this Agreement. 11.3 5.2 Notwithstanding any other provisions hereunderanything else contained herein, the effect of this Article XI section shall survive not be affected by the suspension or termination of this Agreement.

Default Liabilities. 11.1 6.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform or delays in performing any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure or delay shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 10 working days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) If any Target Shareholder or the Target is the Defaulting Party, the WFOE has the right to terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; (2) request If the WFOE is the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by Party, the Nonnon-defaulting Party; if party has the Defaulting Party is Party B, right to require the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and WFOE to indemnify all losses incurred damages, and except as otherwise provided by law, no party other than WFOE has the right to terminate or dissolve this Agreement under any circumstance. 6.2 Notwithstanding anything else contained herein, the effect of this section shall not be affected by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 10.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates conducts any material breach of the agreements hereunder any term of this Agreement, or materially fails to perform any of its obligations hereunder substantiallyhereunder, it such breach or failure shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 15 days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) terminate this Agreement and request Require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; or (2) request Require the specific performance of the obligations of the Defaulting Party under this Agreement, and require the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partydamages. 11.2 10.2 The Parties agree and acknowledge that Party A shall not request to terminate confirm that, unless otherwise provided by law or this Agreement, under no circumstance may the Existing Shareholders and the Company require the termination or dissolution of this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreementreason. 11.3 10.3 Notwithstanding any other provisions hereunderhereof, the validity of this Article XI section shall survive the suspension not be affected by any dissolution or termination of this Agreement.

Default Liabilities. 11.1 8.1 The Parties agree and acknowledge that, in the event confirm that a Party if any party (hereinafter referred to as the “Defaulting Party”) substantially violates breaches any of the agreements agreement hereunder or substantially fails to perform fulfil any of its obligations hereunder substantiallyobligation hereunder, it shall constitute thus constituting a default under this Agreement hereunder (the hereinafter referred to as “Default”). The , any other non-defaulting party (hereinafter referred to as the “Non-defaulting Observant Party”) whose interests are damaged shall be entitled have the right to request require the Defaulting Party to rectify the Default make corrections or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the Default make corrections or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting relevant Observant Party to notifies the Defaulting Party requesting in writing and makes a request for the rectification, and if the Defaulting Party is Party Acorrection, the Non-defaulting relevant Observant Party shall be entitled have the right to determine, at decide on its sole discretion, to: own (1) to terminate this Agreement Agreement, and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, give full compensation for damages; or (2) request to require the Defaulting Party to continue to perform fulfil its obligations hereunder in a compulsory manner and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partygive full compensation for damages. 11.2 8.2 The Parties agree and acknowledge confirm that Party A under no circumstances shall not the Existing Shareholders or the Company request to terminate premature termination of this Agreement for any reasons under any circumstances, except reason unless otherwise required under the law provided by laws or under this Agreement. 11.3 8.3 Notwithstanding any the other provisions hereunderof this Agreement, the validity of this Article XI article shall survive not be affected by the suspension or termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge confirm that, in the event that a if any Party (the “Defaulting Party”) substantially violates breaches any of the agreements hereunder provisions herein, or fails to perform or delays in the performance of any of its obligations hereunder substantiallyobligation under this Agreement in any material aspect, it such breach, failure or delay shall constitute a default under this Agreement (the “Default”). The , and the non-defaulting party Party (the “Non-defaulting Party”) shall be is entitled to request require the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take any remedial measures within reasonable period of time or within ten (10) days after a upon receipt of the written notice sent by of the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party AParty, the Non-defaulting Party shall be is entitled to determinedecide, at its sole discretiondiscretion as follows: 11.1.1 If the Defaulting Party is the Existing Shareholder or the Company, to: (1) WFOE is entitled to terminate this Agreement and request claim damages from the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if ; 11.1.2 If the Defaulting Party is Party BWFOE, the Non-defaulting Party shall be is entitled to request claim damages from the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by Party; however, the Non-defaulting PartyParty may not terminate this Agreement in any event unless otherwise provided under the laws. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunderherein, the validity of this Article XI Section 11 shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 10.1 The Parties agree and acknowledge confirm that, in the event that a if any Party (the “Defaulting Party”) breaches substantially violates any of the agreements hereunder or substantially fails to perform any of its the obligations hereunder substantiallyhereunder, it such a breach or failure shall constitute a default under this Agreement hereunder (the “Default”). The , and the non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period of time or within ten (10) days after a upon receipt of the written notice sent by from the Nonnon-defaulting Party party, the non-defaulting party shall be entitled to decide to, at its discretion: 10.1.1 provided that the Defaulting Party requesting for is Party B, Party A shall be entitled to terminate this Agreement and require the rectification, and if Defaulting Party to indemnify all the damages; or 10.1.2 provided that the Defaulting Party is Party A, the Non-defaulting Party B shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request require the Defaulting Party to indemnify all losses incurred the damages. However, unless otherwise provided by the Non-defaulting PartyLaw, or (2) request the Defaulting under no circumstances shall Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall B be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under rescind this Agreement. 11.3 10.2 Notwithstanding any other provisions hereunderherein, the validity of this Article XI 10 shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 9.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure shall constitute a default under this Agreement (the hereinafter a “Default”). The , then the non-defaulting party Party (hereinafter the “Non-defaulting Party”) shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 15 days after a following the written notice sent issued by the Non-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Non-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: (1) terminate dissolve this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, damages; or (2) request require the performance of the obligations hereunder and require the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partydamages. 11.2 9.2 The Parties agree and acknowledge that Party A that, notwithstanding the provisions of Section 9.1 above, the Shareholder or the Company shall not request in no circumstance be entitled to terminate demand for termination of this Agreement for any reasons under any circumstances, except in advance unless otherwise required under the law or under this Agreementprovided by law. 11.3 9.3 Notwithstanding any other provisions hereunderherein, the validity of this Article XI section shall survive the suspension dissolution or termination of this Agreement.

Default Liabilities. 11.1 9.1. The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates commits material breach of any of the agreements hereunder provision hereof, or materially fails to perform any of its obligations hereunder substantiallyobligation hereunder, it such breach or failure shall constitute a default under this Agreement (the hereinafter a “Default”). The , then the non-defaulting party Party (hereinafter the “Non-defaulting Party”) shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 15 days after a following the written notice sent issued by the Non-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Non-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: (1) terminate dissolve this Agreement and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, damages; or (2) request require the performance of the obligations hereunder and require the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partydamages. 11.2 9.2. The Parties agree and acknowledge that Party A that, notwithstanding the provisions of Section 9.1 above, the Shareholders or the Company shall not request in no circumstance be entitled to terminate demand for termination of this Agreement for any reasons under any circumstances, except in advance unless otherwise required under the law or under this Agreementprovided by law. 11.3 9.3. Notwithstanding any other provisions hereunderherein, the validity of this Article XI section shall survive the suspension dissolution or termination of this Agreement.

Default Liabilities. 11.1 The Parties two parties agree and acknowledge that, in the event confirm that a Party if any party (hereinafter referred to as the “Defaulting Party”) substantially violates breaches any of the agreements agreement hereunder or substantially fails to perform fulfil or delays fulfilling any of its obligations hereunder substantiallyobligation hereunder, it shall constitute thus constituting a default under this Agreement hereunder (the hereinafter referred to as “Default”). The non-defaulting party (, the “Non-defaulting Party”) Observant Party shall be entitled have the right to request require the Defaulting Party to rectify the Default make corrections or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the Default make corrections or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Observant Party to notifies the Defaulting Party requesting in writing and makes a request for the rectification, and if the Defaulting Party is Party Acorrection, the Non-defaulting Observant Party shall be entitled have the right to determine, at decide on its sole discretion, to: own (1) to terminate this Agreement Agreement, and request require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, give full compensation for damages; or (2) request to require the Defaulting Party to continue to perform fulfil its obligations hereunder in a compulsory manner and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partygive full compensation for damages. 11.2 The Parties Notwithstanding Article 11.1 above, the two parties agree and acknowledge confirm that under no circumstances shall Party A shall not request to terminate the termination of this Agreement for any reasons under any circumstances, except reason unless otherwise required under the law provided by laws or under this Agreement. 11.3 Notwithstanding any the other provisions hereunderof this Agreement, this the validity of Article XI 11 shall survive not be affected by the suspension or termination of this Agreement.

Default Liabilities. 11.1 10.1 The Parties agree and acknowledge that, in the event that a if any Party (hereinafter the “Defaulting Party”) substantially violates conducts any material breach of the agreements hereunder any term of this Agreement, or materially fails to perform any of its obligations hereunder substantiallyhereunder, it such breach or failure shall constitute a default under this Agreement (the hereinafter a “Default”). The , then any non-defaulting party (the “Non-defaulting Party”) Party shall be entitled to request demand the Defaulting Party to rectify the such Default or take remedial measures within a reasonable period. In the event that If the Defaulting Party fails to rectify the such Default or take remedial measures within a such reasonable period or within ten (10) 15 days after a following the written notice sent issued by the Nonnon-defaulting Party to and the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Arectification requirement, the Nonnon-defaulting Party shall be entitled to determinedecide to, at its sole discretion, to: : (1) terminate this Agreement and request Require the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or damages; or (2) request Require the specific performance of the obligations of the Defaulting Party under this Agreement, and require the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Partydamages. 11.2 10.2 The Parties agree and acknowledge that Party A shall not request to terminate confirm that, unless otherwise provided by law or this Agreement, under no circumstance may the Existing Shareholder and the Company require the termination or dissolution of this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreementreason. 11.3 10.3 Notwithstanding any other provisions hereunderhereof, the validity of this Article XI section shall survive the suspension not be affected by any dissolution or termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge that, in the event confirm that a if any Party (the “Defaulting Party”) substantially violates hereto materially breaches any of the agreements provision hereunder or materially fails to perform or delays in performance of any of its obligations hereunder substantiallyhereunder, it shall constitute a default under this Agreement (the “Default”). The Default hereunder, and the non-defaulting party (the “Non-defaulting Party”) shall be entitled to request Party may demand the Defaulting Party to rectify the Default make correction or take remedial remedy measures within a reasonable periodtime limit. In the event that Should the Defaulting Party fails still fail to rectify the Default make correction or take remedial remedy measures within a such reasonable period time limit or within ten (10) days 10 Business Days after a written notice sent by the Nonnon-defaulting Party to notifies the Defaulting Party requesting in writing and requests for correction, the rectification, and if non-defaulting Party may at its liberation decide: 11.1.1 If the Defaulting Party is Party AB or Target Company, Party A shall have the Non-defaulting Party shall be entitled right to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by pay liquidated damages; 11.1.2 If the NonDefaulting Party is Party A, the non-defaulting Party, or (2) Party shall have the right request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by pay liquidated damages, provided that the Non-defaulting Party; if the Defaulting Party is Party B, the Nonnon-defaulting Party shall be entitled have no right to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred terminate or rescind this Agreement, unless otherwise stipulated by the Non-defaulting Partylaws. 11.2 The Parties agree and acknowledge that Party A shall not request to terminate this Agreement for any reasons under any circumstances, except otherwise required under the law or under this Agreement. 11.3 Notwithstanding any other provisions hereunderof this Agreement, the validity of this Article XI shall survive the suspension or not be affected by termination of this Agreement.

Default Liabilities. 11.1 The Parties agree and acknowledge that, in that breach of any provisions hereof or failure or delay of performance of any obligations hereunder on the event that a part of any Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement hereunder (the “Default”). The non-defaulting party (, and the “Non-defaulting Party”) Party shall be entitled have the right to request the Defaulting Party to rectify the Default or take remedial measures within during a reasonable period. In the event that If the Defaulting Party fails to rectify or remedy such Default within the Default or take remedial measures within a reasonable period or within ten (10) 10 days after a written notice sent by the of Non-defaulting Party to the Defaulting Party Party’s written notice requesting for the rectification, and if the Defaulting Party is Party Asuch rectification or remedy, the Non-defaulting Party shall be entitled has the right to determine, decide at its sole discretion: 9.1. If Pledgers or Party C is the Defaulting Party, to: (1) Pledgee shall have the right to terminate this Agreement and require the Defaulting Party to indemnify its losses and damages; this Section 9 shall not prejudice any other rights of Pledgee herein; 9.2. If Pledgee is the Defaulting Party, the Non-defaulting Party has the right to request the Defaulting Party to indemnify all its losses incurred by the Non-defaulting Partyand damages, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party B, but the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 The Parties agree and acknowledge that Party A shall not request have any right to terminate this Agreement for in any reasons under any circumstances, except event unless otherwise required under the law or under this Agreementby applicable law. 11.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.

Default Liabilities. 11.1 8.1 The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”). The Any of the non-defaulting party parties (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period. In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is Party Aany of the Existing Shareholders or the Domestic Company, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Party Bthe WFOE, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party. 11.2 8.2 The Parties agree and acknowledge that Party A the Existing Shareholders or the Domestic Company shall not request to early terminate this Agreement for any reasons reason under any circumstances, except otherwise required under the law or under this Agreement. 11.3 8.3 Notwithstanding any other provisions hereunder, this Article XI shall survive the suspension or termination of this Agreement.