Liabilities for Default. Events of Default Events of Default by Party A
(I) Party A fails to provide true, complete and valid financial information, or information relating to its production and operation or other relevant documents as required by Party B.
(II) Party A fails to utilize the Loan for the purpose agreed by the Parties.
(III) Party A fails to repay punctually the principal and/or interest.
(IV) Party A refuses Party B’s demand for supervision and/or inspection over the utilization of the Loan or hinders Party B from doing so.
(V) Party A transfers or misappropriates funds or assets in order to evade the indebtedness.
(VI) Party A’s operational and financial conditions deteriorate and as a result it is unable to repay its indebtedness upon maturity; or it is involved or likely to be immediately involved in litigation or arbitration with a major impact or other legal disputes, and any of the aforementioned incidents in Party B’s judgment may or has affect(ed) or impair(ed) Party B’s rights and interests hereunder.
(VII) Any other indebtedness owed by Party A has affected or may affect its performance of the obligations to Party B hereunder.
(VIII) Party A fails to repay any other indebtedness due to China Construction Bank upon maturity.
(IX) Party A carries out activity(ies) during the term of this Contract which may change its operational or managerial modes or equity structure and which in Party B’s sole judgment may affect or has affected the rights and interests of Party B hereunder. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division or setting up a joint venture.
(X) Other events which Party B believes will affect the realization of its rights under this Contract.
(XI) Party A fails to perform or comply with any of its other obligations hereunder.
Liabilities for Default. 7.1 In the event of default, the violating Party shall indemnify all losses of the other Party occurring as a result of such default. All the claims regarding the indemnification in this Article 7 shall be proposed no later than twelve (12) months after the Closing Date, or the other Party may not require the violating Party to be responsible for the liabilities for default.
7.2 The total indemnification made by each Party pursuant to Article 7.1 hereof shall not exceed 100% of the Transfer Price.
Liabilities for Default. 8.1. Where a party fails to fulfil any of its obligations under this Agreement or any representations or guarantees of such party under this Agreement are substantially untrue or inaccurate, such Party shall be in breach of this Agreement and shall be liable for compensation of all losses of other parties or pay liquidated damages according to the agreement separately signed by the relevant parties.
8.2. Where Party B is deemed as having breached this Agreement according to Clause 8.1, Party B shall fully compensate Party A for any losses, damages or liabilities (including the losses and expenses arising from any lawsuit, claim for compensation or other requirements) that Party A incur or assume because of fulfilling the obligations under this Agreement or providing the services specified in this Agreement.
8.3. Regardless of whether this Agreement is changed, cancelled or terminated, these terms are legally binding.
Liabilities for Default. 17.2.1 In the event of default, if the Company or a Party suffers any costs, liabilities or losses (including loss of profits of Company, but excluding any indirect damage of whatsoever nature of Company or any Party), the defaulting Party shall indemnify and hold harmless the Company and the non-defaulting Party from and against such costs, liabilities or losses (including loss of interest and reasonable attorneys’ fees).
17.2.2 Without limiting the general application of the foregoing, if any Party, pursuant to this Agreement or any document delivered pursuant to this Agreement or other evidence, provides any statement, covenant, undertaking or agreement that is inaccurate, or if any Party violates such statement, covenant, undertaking or agreement, such Party (“Indemnitor”) shall defend, indemnify and hold harmless other Parties and the Company (“Indemnitee”) against any claims, losses, liabilities, damages, deficiencies, judgments payables, tax payments, fines, settlement amount, costs or expenses (including loss of interest, fine, and reasonable expense and loss of profits of Company, and any reasonable attorneys’ fees, expert fees and personnel costs, consultant fees, and any other expenses incurred in connection with any litigation or procedure between Indemnitee, Indemnitor, and any other Third Party.
17.2.3 In the event where more than one Party defaults under this Agreement, each defaulting Party shall be held responsible for its own default.
Liabilities for Default. The parties hereto agree and acknowledge that if either party hereto (“Defaulting Party”) materially violates any provision of this Agreement or materially fails to perform or delays in performing any of its obligations hereunder, the Defaulting Party shall be deemed to have committed a default hereunder (“Default”), and the party hereto that does not violates this Agreement (“Non-defaulting Party”) shall have the right to request the Defaulting Party to correct the Default or take remedial measures within the reasonable period in addition to other relevant rights hereunder it may have. If the Defaulting Party still fails to correct the Default or take remedial measures within the reasonable period or within ten (10) days after the Non-defaulting Party notifies in writing the Defaulting Party of the Default, requesting the Defaulting Party to correct the Default, the Non-defaulting Party shall have the right to demand damages from the Defaulting party.
Liabilities for Default. Within the duration hereof, any defaulting parties shall be deemed as violating this Agreement in case the aforesaid parties violate any stipulations, regulation, or provisions hereunder. And the default party shall indemnify the other party for the loss incurred by the default.
Liabilities for Default. 8.1 Any non-performance of any obligations hereunder or any performance not up to the requirements hereunder by any Party shall be deemed a default and such Party shall stop such breach, be liable for default, and continue to perform its obligations, take remedial measures, or indemnify losses.
8.2 If any Party, due to causes attributable to itself, causes any loss to the other Party and/or any third party during such Party’s performance of this Agreement, such Party shall be responsible for the remedying of such losses and assume relevant responsibilities therefor.
8.3 If Party A fails to make any payment as set forth herein without due cause, Party A shall pay to Party B a liquidated damage at 0.05% of the amount payable for each day of delay.
8.4 If Party B fails to provide the multimedia message products or services at such frequency, time and place as set forth herein without due cause, Party B shall pay to Party A a liquidated damage at 0.05% of the total contract price hereof for each day of delay.
8.5 If any Party is in breach of the intellectual property right provisions hereof, such Party shall pay to the non-breaching Party a liquidated damage at 1% of the total contract price hereof.
8.6 If any Party is in breach of the confidentiality provisions hereof, such Party shall pay to the non-breaching Party a liquidated damage at 1% of the total contract price hereof.
8.7 If the products, contents, and services provided by Party B cause any regulatory issue or legal dispute for violations of any law or regulatory policy requirements, Party B shall be responsible for the handling of such matters; and where losses is incurred by Party A, Party B shall also pay to Party A a liquidated damage at 1% of the total contract price hereof and indemnify Party A for its actual losses.
8.8 If the foregoing liquidated damages are insufficient to cover the losses of the non-breaching Party, then the breaching Party shall also indemnify the non-breaching Party in light of the actual losses sustained by the non-breaching Party.
Liabilities for Default. 12.1 The Parties agree and confirm that if, in a material manner, any Party (the “Defaulting Party”) breaches any of the provisions herein, or fails to perform or delays in the performance of any obligation under this Agreement, such breach, failure or delay shall constitute a default under this Agreement (the “Default”), and the non-defaulting Party is entitled to require the Defaulting Party to rectify 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 a reasonable period of time or within ten (10) days upon receipt of the written notice of the non-defaulting Party, the non-defaulting Party shall be entitled to decide at its sole discretion as follows:
12.1.1 If the Defaulting Party is the Existing Shareholder or the Company, the Option Holders shall be entitled to terminate this Agreement and claim damages from the Defaulting Party, or demand specific performance by the Existing Shareholders or the Company of their obligations hereunder;
12.1.2 If the Defaulting Party is an Option Holder, the non-defaulting Party shall be entitled to claim damages from the Defaulting Party; provided, however, unless otherwise provided by law, the non-defaulting Party shall in no event have any right to terminate or rescind this Agreement.
12.2 Notwithstanding any other provisions herein, the validity of this Section shall not be affected by the termination of this Agreement.
Liabilities for Default. The transferee shall pay the compensation for land use right transfer in such amount and on such date as specified herein. If the transferee fails to do so, the transferee shall pay the transferor liquidated damages in an amount of 0.3‰ of the outstanding amount for each day of delay, provided that if delay in payment exceeds six months the transferor will have the right to terminate this contract, reclaim the land lot transferred hereunder and demand compensation for loss from the transferee caused by such breach of contract, in addition to the right to retain the deposit for security paid by the transferee.
Liabilities for Default. 1) Party B has the right to terminate this agreement if this agreement cannot be performed in full or in part due to Party A’s failure to perform this agreement for its own reasons. In such case, Party A shall pay Party B liquidated damages of 500,000 Yuan.
2) Party A has the right to terminate this agreement if this agreement cannot be performed in full or in part due to Party B’s failure to perform this agreement. In such case, Party B shall pay Party A liquidated damages of 500,000 Yuan.
