Default Liability. 11.1 The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches substantially any of the agreements made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall constitute a default under this Agreement (a “Default”), then the non-defaulting Party whose interest is damaged thereby shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the non-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the non-defaulting Party shall have the right, at its own discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; or (2) demand the enforcement of the Defaulting Party’s obligations hereunder and require the Defaulting Party to indemnify it fully for the damage.
11.2 The Parties agree and confirm that under no circumstances shall Party A be able to demand termination of this Agreement for whatever reason.
11.3 The rights and remedy under this Agreement is cumulative, and shall not repel other rights or remedy rendered by laws.
11.4 Notwithstanding any other provisions herein, the validity of this Article 11 shall not be affected by the suspension or termination of this Agreement.
Default Liability. 9.1 The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches any provision hereunder, or fails to perform or delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (the “Default”) and that in such event, the non-defaulting Party/Parties (the “Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures with such reasonable time or within ten (10) days of the Non-Defaulting Party notifying the Defaulting Party in writing and requesting it to cure such Default, the Non-Defaulting Party may elect, in its (their) discretion, to do the following:
9.1.1 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 to indemnify the damages. In order to avoid 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 the Company.
9.1.2 If the Defaulting Party is the WFOE, the Non-defaulting Party has right to claim the Defaulting Party to indemnify the damages, provided that in no event shall the Non-defaulting Party have the right to terminate or rescind this Agreement, except that the contrary is provided by the law.
9.2 Notwithstanding any other provisions herein, the effectiveness of this Article shall survive the suspension or termination of this Agreement.
Default Liability. 8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING PARTY") breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"). In such event any of the other Parties without default (a "NON-DEFAULTING PARTY") who incurs losses arising from such a Default shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of a Non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the relevant Non-defaulting Party shall be entitled to choose at its discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify all damages, or (2) require specific performance by the Defaulting Party of this Agreement and indemnifation against all damages.
8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Technology License and Service Agreement, Cooperation Agreement, Trademark License Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement; any breach by any Personal Shareholder of the Loan Agreement shall be deemed as having constituted the breach by such Personal Shareholder of this Agreement.
8.3 The Parties agree and confirm, the Shareholders or Target Company shall not request the termination of this Agreement for whatsoever reason and under whatsoever circumstance, except otherwise stipulated by laws or this Agreement.
8.4 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.
Default Liability. Under no circumstances shall Customer or NAP be liable for any direct, punitive, incidental, consequential, exemplary, indirect, third-party claims or other damages whether such claims are based on contract, warranty, tort, negligence, strict liability or otherwise, or for lost profits arising from a breach of this Agreement. Choice of Laws. Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of New York. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to application of its conflicts of laws and principles. No Warranties. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NORTH AMERICAN POWER PROVIDES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE AND NAP SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Default Liability. XIII. If the Borrower fails to fully and timely repay the principal of loans and accrued interest under this Contract on the expiration of term of loans provided by this Contract, starting from such expiration date, the Borrower shall be surcharged with a penalty interest in connection with the Borrower’s total overdue payables on a daily basis and based on an interest rate 30% upward the annual interest rate under this Contract.
Default Liability. If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.
Default Liability. 9.1 The Parties agree and confirm that any substantial violation of any of the provisions under this Agreement of any Party (“Defaulting Party”), or any substantial failure of, or any delay on, performing any obligation under this Agreement will constitute a default under this Agreement (the “Default”) and any party who is not a Defaulting Party (“Non-Defaulting Party”) shall have the right to require the Defaulting Party to correct or take remedial measures in reasonable time period. If the Defaulting Party does not correct or take remedial measures in reasonable time period or ten (10) days after the other party informs the Defaulting Party in written of compensation requirements, then:
9.1.1 If the Shareholders or the Company is the Defaulting Party, the Sole Corporation shall have the right to terminate this Agreement and require the Defaulting Party to compensate.
9.1.2 If the Sole Corporation is the Defaulting Party, the Non-Defaulting Parties shall have the right to require the Defaulting Party to compensate. However, unless otherwise specified in laws, the Non-Defaulting Parties are not entitled to terminate or relieve this Agreement under any circumstance.
9.1.3 Regardless of any provision otherwise agreed under this Agreement, the effectiveness of this Article shall not be affected by suspension or termination of this Agreement.
Default Liability. Under no circumstances shall you or NAP be liable for any punitive, incidental, consequential, exemplary or indirect damages, or damages related to third- party claims, whether such damages or claims are based on contract, warranty, tort, negligence, strict liability or otherwise, or for lost profits arising from a breach of this Agreement. You acknowledge that your Local Utility and ISO-NE are exclusively responsible for the energy transmission and delivery system, and that NAP has no independent control over your Local Utility’s or ISO-NE’s systems and will have no liability for any of their acts or omissions.
Default Liability. 1. If the Borrower is in breach of any provision under this Agreement or the Lender is unable to perform its obligation due to any reason attributable to the Borrower, the Borrower shall bear the following liability for its breach of Agreement to the Entrustor:
(1) if the Entrustment Loan has not been disbursed, the Entrustor shall have the right to terminate this Agreement and cease disbursement of the Entrustment Loan;
(2) if the Entrustment Loan has not become due, the Entrustor shall have the right to terminate this Agreement and accelerate the principal and interest of the Entrustment Loan;
(3) if the Entrustment Loan has become overdue, the Entrustor shall have be entitled to overdue penalty interest;
(4) if the Borrower misappropriates the Entrustment Loan, the Entrustor shall be entitled to penalty interest for the misappropriation;
(5) the Entrustor shall be entitled to take actions to enforce the obligations of the Borrower hereunder, and any fees and expenses in connection with such enforcement shall be born by the Borrower; and
(6) the Entrustor shall have the right to require the Borrower to indemnify it against any other economic loss.
2. If the Entrustor breaches this Agreement or the Lender is unable to perform its obligation due to any reason attributable to the Entrustor, the Entrustor shall bear the following liability to the Borrower:
(1) if the Entrustment Loan fails to be disbursed on time, the Entrustor shall disburse the Entrustment Loan as soon as possible; and
(2) the Entrustor shall indemnify the Borrower against any economic losses.
3. If the Lender breaches this Agreement, the Lender shall indemnify the Entrustor or the Borrower, as the case may be, against its economic losses in accordance with law.
Default Liability. 7.1 Each of the Borrowers covenants that if any lawsuits, claims, allegations, costs, damages, requests, expenses, liabilities, losses and proceedings are suffered by or caused to the Lender due to the breach of any obligations hereunder by the Borrower, the Borrower shall indemnify and hold harmless of the Lender.
7.2 Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.
