Common use of Defaulting Liability Clause in Contracts

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify the damages, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 12 contracts

Samples: Exclusive Call Option Agreement (E-House (China) Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD)

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Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify the damages, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 6 contracts

Samples: Exclusive Call Option Agreement (Jupai Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. 9.1.1 if any Company the Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. 9.1.2 if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless otherwise provided for by the PRC Law, the nonNon-defaulting Party has no right shall not be entitled to any rights to terminate or cancel this Agreement in any circumstancessituation unless otherwise provided by the mandatory provisions of the laws. 11.2 9.2 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.

Appears in 4 contracts

Samples: Shareholder Voting Rights Proxy Agreement (YY Inc.), Shareholder Voting Rights Proxy Agreement (JOYY Inc.), Shareholder Voting Rights Proxy Agreement (JOYY Inc.)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm that, if any of the Parties Party (the “Defaulting Party”) substantially violates breaches any agreement herein provision of this Agreement, or substantially fails to perform or delays performance of any of the obligations hereunderunder this Agreement, such violation, failure or delay shall constitute a default under this Agreement (a “Default”)Agreement. The non-defaulting Party (the “Non-Defaulting Party”) shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten fifteen (1015) days after the nonNon-defaulting Defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectifiedrectification, then the nonNon-defaulting Defaulting Party is entitled to decide at its own discretion thatto: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to (i) terminate this Agreement to the extent between the Defaulting Party and it, and require the Defaulting Party to indemnify the damages;it against all its losses so incurred; or 11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to (ii) require the Defaulting Party to perform its obligations under this Agreement and indemnify it against all its losses. 9.2 If any Non-Defaulting Party terminates this Agreement to the damages, but unless otherwise provided for by extent between the PRC LawDefaulting Party and it in accordance with Article 9.1 of this Agreement, the non-defaulting Party has no right to terminate or cancel effect of this Agreement in any circumstancesbetween such Non-Defaulting Party or such Defaulting Party and the Party other than such Non-Defaulting Party and such Defaulting Party shall not be affected. 11.2 9.3 Notwithstanding any other provision hereinprovisions of this Agreement, the effect of this Article 11 9 shall not be affected by the termination of this Agreement.

Appears in 3 contracts

Samples: Cooperation Agreement (E-House (China) Holdings LTD), Cooperation Agreement (China Real Estate Information Corp), Cooperation Agreement (China Real Estate Information Corp)

Defaulting Liability. 11.1 The Parties agree and confirm that, acknowledge that if any of the Parties Party (the “Defaulting Party”) substantially violates breaches any agreement herein provision hereunder, or substantially fails to perform or substantially delays performance of in performing any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement hereunder (a “Default”). The ) and that in such event, the non-defaulting Party shall have the right to request demand the Defaulting Party to rectify cure such Default or take remedial actions measures within a reasonable periodtime. If the Defaulting Party fails to rectify cure such Default or take remedial actions measures within such reasonable period time or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default and requests it to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. if the WFOE is the Defaulting Partycure such Default, the non-defaulting Party shall be entitled may elect, in its discretion, to require (i) terminate this Agreement and demand the Defaulting Party to fully indemnify the damages, but unless otherwise provided for damage; or (ii) demand enforced performance by the PRC Law, Defaulting Party of its obligations hereunder and full indemnification from the non-defaulting Defaulting Party has no right to terminate or cancel this Agreement in any circumstancesfor damage. 11.2 Notwithstanding Article 11.1 above, the Parties agree and acknowledge that unless otherwise stipulated by Laws, Party A shall in no event be permitted to demand to terminate this Agreement on the ground of any reason 11.3 Notwithstanding any other provision hereinprovisions hereof, the effect validity of this Article 11 shall not be affected by the any termination of this Agreement.

Appears in 3 contracts

Samples: Exclusive Technology Service Agreement (LAIX Inc.), Exclusive Technology Service Agreement (LAIX Inc.), Exclusive Technology Service Agreement (LingoChamp Inc.)

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a hereinafter referred to as “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such the reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring requesting the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. 11.1.1 if any Company Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify compensate for the damages; 11.1.2. 11.1.2 if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify compensate for the damages, but unless otherwise provided for stipulated by the PRC Lawlaws, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision provisions herein, the effect of this Article 11 article shall not be affected by the termination of this Agreement.

Appears in 3 contracts

Samples: Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. 9.1.1 if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. 9.1.2 if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless . 9.2 Except as otherwise provided for by law, in no event shall any Shareholder have the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstancesAgreement. 11.2 9.3 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.

Appears in 3 contracts

Samples: Proxy Agreement (LAIX Inc.), Proxy Agreement (LAIX Inc.), Proxy Agreement (LingoChamp Inc.)

Defaulting Liability. 11.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (a “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. 11.1.1 if any Company Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. 11.1.2 if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless . 11.2 Except as otherwise provided for by law, in no event shall the PRC Law, Existing Shareholder and the non-defaulting Party has no Company have the right to terminate or cancel this Agreement in any circumstancesAgreement. 11.2 11.3 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the termination of this Agreement.

Appears in 3 contracts

Samples: Exclusive Call Option Agreement (LAIX Inc.), Exclusive Call Option Agreement (LAIX Inc.), Exclusive Call Option Agreement (LingoChamp Inc.)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right right, within a reasonable period, to request the Defaulting Party to rectify or take remedial actions within a reasonable periodactions. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting default Party is will be entitled to decide at its own discretion thatas follows: 11.1.1. 10.1.1 if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the non-defaulting parties for any and all damages; 11.1.2. 10.1.2 if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require indemnification from the Defaulting Party to indemnify the damagesParty, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in under any circumstances. 11.2 10.2 虽然本协议另有规定,但本协议的终止不影响本协议第10条的效力。 Notwithstanding any other provision herein, the effect of this Article 11 10 shall not be affected by the termination of this Agreement.

Appears in 2 contracts

Samples: Exclusive Call Option Agreement (Global Mofy Metaverse LTD), Exclusive Call Option Agreement (Global Mofy Metaverse LTD)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm that, if any of the Parties party (hereinafter referred to as the “Defaulting Party”) substantially violates materially breaches any agreement herein provision hereof or substantially materially fails to perform or delays performance any obligation under this Agreement, it constitutes a breach of any of the obligations hereunder, such violation, failure or delay shall constitute a default contract under this Agreement (hereinafter referred to as a “Default”). The , and any other non-defaulting Defaulting Party shall have has the right to request require the Defaulting Party to rectify make corrections or take remedial actions measures within a reasonable periodperiod of time. If the Defaulting Party fails to rectify such Default make corrections or take remedial actions measures within such a reasonable period of time or within ten (10) 15 days after the written notice provided by other non-defaulting Defaulting Party notifies requesting for correction, then (1) In case the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Partya Shareholder, the WFOE shall be entitled to terminate this Agreement and require claim damages from the Defaulting Party to indemnify the damages;Party. 11.1.2. if (2) If the WFOE is the Defaulting Party, the non-defaulting Defaulting Party shall be entitled have the right to require claim damages from the Defaulting Party to indemnify the damagesParty, but unless otherwise provided for by the PRC Law, the non-defaulting Party has under no circumstances shall it have any right to terminate or cancel suspend this Agreement in any circumstancesunless otherwise provided by law. 11.2 9.2 Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 11 article shall not be affected by the any termination or suspension of this Agreement.

Appears in 2 contracts

Samples: Shareholder Voting Proxy Agreement (Global Mofy Metaverse LTD), Shareholder Voting Proxy Agreement (Global Mofy Metaverse LTD)

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right right, within a reasonable period, to request the Defaulting Party to rectify or take remedial actions within a reasonable periodactions. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting default Party is will be entitled to decide at its own discretion thatas follows: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the non-defaulting parties for any and all damages; 11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require indemnification from the Defaulting Party to indemnify the damagesParty, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in under any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 2 contracts

Samples: Exclusive Call Option Agreement (UTime LTD), Exclusive Call Option Agreement (Jakroo Inc.)

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify the damages, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 2 contracts

Samples: Exclusive Call Option Agreement (E-House (China) Holdings LTD), Exclusive Call Option Agreement (China Real Estate Information Corp)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, violation or failure or delay shall constitute a default under this Agreement (a hereinafter referred to as “Default”). The non-defaulting Party (hereinafter referred to as the “Observant Party”) shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such the reasonable period or within ten (10) days after the non-defaulting Observant Party notifies the Defaulting Party in writing requiring requesting the Default to be rectified, and if any Existing Shareholder or the Domestic-funded Company is the Defaulting Party, then the non-defaulting Observant Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled discretion: (1) to terminate this Agreement Agreement, and require the Defaulting Party to indemnify give full compensation for damages or (2) to require the Defaulting Party to continue to perform its obligations hereunder and give full compensation for damages; 11.1.2. ; if the WFOE is the Defaulting Party, the non-defaulting Observant Party shall be entitled has the right to require it to continue to perform its obligations hereunder and give full compensation for damages. 10.2 The Parties agree and confirm that the Defaulting Party to indemnify Existing Shareholder and the damagesDomestic-funded Company shall not, but unless otherwise provided for by under any circumstance, require the PRC Law, the non-defaulting Party has no right to terminate or cancel termination of this Agreement in for any circumstancesreason. 11.2 10.3 The rights and remedies specified in this Agreement are cumulative, and do not exclude other rights or remedies stipulated by laws. 10.4 Notwithstanding any other provision provisions herein, the effect of this Article 11 article shall not be affected by the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Equity Transfer Option Agreement (Lizhi Inc.)

Defaulting Liability. 11.1 ​ 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. (a) if any Company the Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. (b) if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless otherwise provided for by the PRC Law, the nonNon-defaulting Party has no right shall not be entitled to any rights to terminate or cancel this Agreement in any circumstancessituation unless otherwise provided by the mandatory provisions of the laws. 11.2 9.2 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.. ​

Appears in 1 contract

Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm that, if any of party (hereinafter referred to as the Parties (the “"Defaulting Party") substantially violates materially breaches any agreement herein provision hereof or substantially materially fails to perform or delays performance any obligation under this Agreement, it constitutes a breach of any of the obligations hereunder, such violation, failure or delay shall constitute a default contract under this Agreement (hereinafter referred to as a "Default"). The , and any other non-defaulting Defaulting Party shall have has the right to request require the Defaulting Party to rectify make corrections or take remedial actions measures within a reasonable periodperiod of time. If the Defaulting Party fails to rectify such Default make corrections or take remedial actions measures within such a reasonable period of time or within ten (10) 15 days after the written notice provided by other non-defaulting Defaulting Party notifies requesting for correction, then (1) In case the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Partya Shareholder, the WFOE shall be entitled to terminate this Agreement and require claim damages from the Defaulting Party to indemnify the damages;Party. 11.1.2. if (2) If the WFOE is the Defaulting Party, the non-defaulting Defaulting Party shall be entitled have the right to require claim damages from the Defaulting Party to indemnify the damagesParty, but unless otherwise provided for by the PRC Law, the non-defaulting Party has under no circumstances shall it have any right to terminate or cancel suspend this Agreement in any circumstancesunless otherwise provided by law. 11.2 9.2 Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 11 article shall not be affected by the any termination or suspension of this Agreement.

Appears in 1 contract

Samples: Shareholder Voting Proxy Agreement (Sancai Holding Group Ltd.)

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Defaulting Liability. 11.1 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. 9.1.1 if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. 9.1.2 if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless otherwise provided for by the PRC Law, the nonNon-defaulting Party has no right shall not be entitled to any rights to terminate or cancel this Agreement in any circumstancessituation unless otherwise provided by the mandatory provisions of the laws. 11.2 9.2 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Shareholder Voting Rights Proxy Agreement (YY Inc.)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, violation or failure or delay shall constitute a default under this Agreement (a hereinafter referred to as “Default”). The non-defaulting Party (hereinafter referred to as the “Observant Party”) shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such the reasonable period or within ten (10) days after the non-defaulting Observant Party notifies the Defaulting Party in writing requiring requesting the Default to be rectified, and if any Existing Shareholders or the Domestic-funded Company is the Defaulting Party, then the non-defaulting Observant Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled discretion: (1) to terminate this Agreement Agreement, and require the Defaulting Party to indemnify give full compensation for damages or (2) to require the Defaulting Party to continue to perform its obligations hereunder and give full ​ compensation for damages; 11.1.2. ; if the WFOE is the Defaulting Party, the non-defaulting Observant Party shall be entitled has the right to require it to continue to perform its obligations hereunder and give full compensation for damages. 10.2 The Parties agree and confirm that the Defaulting Party to indemnify Existing Shareholders and the damagesDomestic-funded Company shall not, but unless otherwise provided for by under any circumstance, require the PRC Law, the non-defaulting Party has no right to terminate or cancel termination of this Agreement in for any circumstancesreason. 11.2 10.3 The rights and remedies specified in this Agreement are cumulative, and do not exclude other rights or remedies stipulated by laws. 10.4 Notwithstanding any other provision provisions herein, the effect of this Article 11 article shall not be affected by the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Equity Transfer Option Agreement (Lizhi Inc.)

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the 12 / 18 obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. 11.1.1 if any Company Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. 11.1.2 if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify the damages, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Call Option Agreement (Jupai Holdings LTD)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right right, within a reasonable period, to request the Defaulting Party to rectify or take remedial actions within a reasonable periodactions. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting default Party is will be entitled to decide at its own discretion thatas follows: 11.1.110.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the non-defaulting parties for any and all damages; 11.1.210.1.2. if the WFOE is the Defaulting Party, the non-defaulting Party shall be entitled to require indemnification from the Defaulting Party to indemnify the damagesParty, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in under any circumstances. 11.2 10.2 Notwithstanding any other provision herein, the effect of this Article 11 10 shall not be affected by the termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Call Option Agreement (Sancai Holding Group Ltd.)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, violation or failure or delay shall constitute a default under this Agreement (a hereinafter referred to as “Default”). The non-defaulting Party (hereinafter referred to as the “Observant Party”) shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such the reasonable period or within ten (10) days after the non-defaulting Observant Party notifies the Defaulting Party in writing requiring requesting the Default to be rectified, and if any Existing Shareholder or the Domestic-funded Company is the Defaulting Party, then the non-defaulting Observant Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled discretion: (1) to terminate this Agreement Agreement, and require the Defaulting Party to indemnify give full compensation for damages or (2) to require the Defaulting Party to continue to perform its obligations hereunder and give full ​ compensation for damages; 11.1.2. ; if the WFOE is the Defaulting Party, the non-defaulting Observant Party shall be entitled has the right to require it to continue to perform its obligations hereunder and give full compensation for damages. 10.2 The Parties agree and confirm that the Defaulting Party to indemnify Existing Shareholders and the damagesDomestic-funded Company shall not, but unless otherwise provided for by under any circumstance, require the PRC Law, the non-defaulting Party has no right to terminate or cancel termination of this Agreement in for any circumstancesreason. 11.2 10.3 The rights and remedies specified in this Agreement are cumulative, and do not exclude other rights or remedies stipulated by laws. 10.4 Notwithstanding any other provision provisions herein, the effect of this Article 11 article shall not be affected by the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Equity Transfer Option Agreement (Lizhi Inc.)

Defaulting Liability. 11.1 ​ 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then then: ​ (a) if the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder Existing Parner or the Company Partnership is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. (b) if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless otherwise provided for by the PRC Law, the nonNon-defaulting Party has no right shall not be entitled to any rights to terminate or cancel this Agreement in any circumstancessituation unless otherwise provided by the mandatory provisions of the laws. ​ For the purpose of this Section 9.1, the Partnership and the Existing Partners further confirm and agree that their breach of Section 5 of this Agreement will constitute a material violation of this Agreement. 11.2 9.2 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Partner Voting Rights Proxy Agreement (JOYY Inc.)

Defaulting Liability. 11.1 10.1 The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, violation or failure or delay shall constitute a default under this Agreement (a hereinafter referred to as “Default”). The non-defaulting Party (hereinafter referred to as the “Observant Party”) shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such the reasonable period or within ten (10) days after the non-defaulting Observant Party notifies the Defaulting Party in writing requiring requesting the Default to be rectified, and if any Existing Shareholder or the Domestic-funded Company is the Defaulting Party, then the non-defaulting Observant Party is entitled to decide at its own discretion that: 11.1.1. if any Company Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled discretion: (1) to terminate this Agreement Agreement, and require the Defaulting Party to indemnify give full compensation for damages or (2) to require the Defaulting Party to continue to perform its obligations hereunder and give full compensation for damages; 11.1.2. ; if the WFOE is the Defaulting Party, the non-defaulting Observant Party shall be entitled has the right to require it to continue to perform its obligations hereunder and give full compensation for damages. 10.2 The Parties agree and confirm that the Defaulting Party to indemnify Existing Shareholders and the damagesDomestic-funded Company shall not, but unless otherwise provided for by under any circumstance, require the PRC Law, the non-defaulting Party has no right to terminate or cancel termination of this Agreement in for any circumstancesreason. 11.2 10.3 The rights and remedies specified in this Agreement are cumulative, and do not exclude other rights or remedies stipulated by laws. 10.4 Notwithstanding any other provision provisions herein, the effect of this Article 11 article shall not be affected by the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Equity Transfer Option Agreement (Lizhi Inc.)

Defaulting Liability. 11.1 The Parties agree and confirm that, if any of the Parties (the “Defaulting Party”) substantially violates any agreement herein or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under this Agreement (a “Default”). The non-defaulting Party shall have the right to request the Defaulting Party to rectify or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: 11.1.1. 11.1.1 if any Company Shareholder or the Company is the Defaulting Party, the WFOE [E-House Entity] shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the damages; 11.1.2. 11.1.2 if the WFOE [E-House Entity] is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to indemnify the damages, but unless otherwise provided for by the PRC Law, the non-defaulting Party has no right to terminate or cancel this Agreement in any circumstances. 11.2 Notwithstanding any other provision herein, the effect of this Article 11 shall not be affected by the termination of this Agreement.

Appears in 1 contract

Samples: Exclusive Call Option Agreement (E-House (China) Holdings LTD)

Defaulting Liability. 11.1 9.1 The Parties agree and confirm acknowledge that, if any of the Parties (the “Defaulting Party”) substantially violates materially breaches any agreement provision herein or substantially materially fails to perform or delays performance of any of the obligations hereunder, such violationbreach, failure or delay shall constitute a default under this Agreement (a “Default”). The nonIn such event, any of the other Parties without default (the “Non-defaulting Party Party”) shall have the right to request require the Defaulting Party to rectify such Default or take remedial actions measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions measures within such reasonable period or within ten (10) days after of the nonNon-defaulting Party notifies notifying the Defaulting Party in writing and requiring the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion thatthen: 11.1.1. (a) if any Company the Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify the all damages; 11.1.2. (b) if the WFOE is the Defaulting Party, the nonNon-defaulting Party shall be entitled to require the Defaulting Party to indemnify the all damages, but unless otherwise provided for by the PRC Law, the nonNon-defaulting Party has no right shall not be entitled to any rights to terminate or cancel this Agreement in any circumstancessituation unless otherwise provided by the mandatory provisions of the laws. 11.2 9.2 Notwithstanding any other provision herein, the effect validity of this Article 11 shall not be affected by survive the suspension or termination of this Agreement.

Appears in 1 contract

Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)

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