Liability for Breach. 5.1 Except as otherwise provided herein, if a party (hereinafter the “Breaching Party”) fails to perform an obligation hereunder or violates this Agreement in other manner, the other parties (hereinafter the “Aggrieved Parties”) may (a) send a written notice to the Breaching Party indicating the nature and scope of the breach and requesting the Breaching Party to remedy at its own cost within the reasonable period provided in the notice (hereinafter “Remedy Period”); if the Breaching Party fails to remedy it during the Remedy Period, the Aggrieved Parties shall have the right to request the Breaching Party to assume all liabilities caused by its breach and compensate the Aggrieved Parties for all actual economic losses caused to the Aggrieved Parties by its breach, including but not limited to lawyer’s fees, litigation or arbitration fees arising from any litigation or arbitration proceedings relating to such breach, and furthermore, the Aggrieved Parties shall also have the right to request the Breaching Party to enforce this Agreement and request the competent arbitral institution or court to order specific performance and/or enforcement of the terms agreed herein; (b) terminate this Agreement, and request the Breaching Party to assume all liabilities caused by its breach, and provide all damages; or (c) discount, auction or sell off the pledged equity interests as agreed in the Equity Pledge Agreement, and have priority in compensation with the proceeds from the discounting, auctioning or selling off and request the Breaching Party to assume all losses caused thereby. The exercise of the aforesaid remedial rights by the Aggrieved Parties shall not prevent them from exercise of other remedial rights pursuant to the provisions of this Agreement and the laws.
5.2 Each of the Parties agrees and acknowledges that except as compulsorily provided by the PRC Laws, if Party B or Party C is the Breaching Party, Party A shall have the right to unilaterally terminates this Agreement immediately and request the Breaching Party to provide the damages. If Party A is the Breaching Party, Party B or Party C shall waive Party A’s obligation to provide damages, and unless otherwise provided by the laws, Party B or Party C shall not in any event have any right to terminate or cancel this Agreement.
Liability for Breach. The Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 2.1 hereof.
Liability for Breach. 10.1 Either Party’s direct or indirect violation of any provisions hereof or failure to assume its obligations hereunder or failure to assume such obligations in a timely and adequate manner shall constitute breach of this Agreement. The non-breaching Party (“Non-Breaching Party”) shall have the right to require the breaching Party (“Breaching Party”) by written notice to redress its breach and take adequate, effective and timely measures to eliminate the consequences of such breach, and indemnify against the losses incurred by the Non-Breaching Party due to the breach of the Breaching Party.
10.2 After the occurrence of the breach, if, according to the reasonable and objective judgment of the Non-Breaching Party, such breach has made it impossible or unfair for the Non-Breaching Party to perform its relevant obligations hereunder, then the Non-Breaching Party shall have the right to notify the Breaching Party in writing that the Non-Breaching Party will suspend the performance of its relevant obligations hereunder until the Breaching Party ceases such breach and takes adequate, effective and timely measures to eliminate the consequences of such breach, and indemnify against the losses incurred by Non-Breaching Party due to the breach.
10.3 The losses incurred by the Non-Breaching Party which shall be indemnified against by the Breaching Party due to its breach are the direct economic losses incurred by the Non-Breaching Party due to the Breaching Party’s breach and any expectable indirect losses and additional costs, including without limitation attorney fees, litigation and arbitration costs, financial costs and travel expenses, etc.
Liability for Breach. Liabilities of the Seller for any breach or failure to perform any of the Seller’s covenants and agreements contained in, or made pursuant to, this Agreement, or, prior to the Closing Date, any other contract, whether or not assumed hereunder, including breach arising from assignment of contracts hereunder without consent of third parties.
Liability for Breach. In addition to any liability you may have to Customer, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
Liability for Breach. 8.1 Either Party’s direct or indirect violation of any provisions hereof or failure to perform its obligation hereunder or failure to perform such obligation in a timely and adequate manner shall constitute breach of this Agreement. The non-breaching Party (“Non-Breaching Party”) shall have the right to require the breaching Party (“Breaching Party”) by written notice to redress its breach.
8.2 After the occurrence of the breach, if, according to the reasonable and objective judgment of the Non-Breaching Party, such breach has made it impossible or unfair for the Non-Breaching Party to perform its relevant obligations hereunder, then the Non-Breaching Party shall have the right to notify the Breaching Party in writing that the Non-Breaching Party will suspend the performance of its relevant obligations hereunder until the Breaching Party ceases such breach.
8.3 Party B’s liability arising out of this Agreement shall be limited to the amount of service fee received by Party B hereunder. In no event shall Party B be liable for any special, incidental, indirect or direct damages arising out of this Agreement.
Liability for Breach. In addition to any liability you may have to Centre Technologies, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
Liability for Breach. 3.1 After signing this Agreement, except for force majeure, if either Party fails to perform its obligations or undertakings hereunder or the representations or warranties made by either Party are false or materially wrong, such Party shall be deemed to have committed a breach.
3.2 The breaching Party shall continue performing its obligations, take remedial measures or pay comprehensive and sufficient compensation to the non-breaching Party as required by the non-breaching Party. The foregoing compensation shall cover direct losses and indirect losses, but shall not cover any losses other than such losses possibly caused by the breach as the breaching Party foresees or should have foreseen at the time of signing this Agreement. If relevant breach constitutes a material breach, thereby causing frustration of the purpose of this Agreement, the non-breaching Party shall be entitled to terminate this Agreement by a written notice to the breaching Party and claim liabilities for damages from the breaching Party according to this Agreement.
Liability for Breach. 6.1 Under any of the following circumstances, Party B shall be deemed to breach the Agreement:
(1) Any representations or warranties made by Party B are not true or correct;
(2) Party B transfers the Equity in Beijing Le’An to any company or individual other than Party A and/or any third party designated by Party A without Party A’s prior written consent;
(3) Party B fails to promptly handle or facilitate Beijing Le’An to handle relevant procedures upon receipt of the subscription notice from Party A and/or any third party designated by Party A in accordance with this Agreement, which would cause Party A and/or any third party designated by Party A to fail to acquire the Equity of Beijing Le’An;
(4) Party B attempts to terminate this Agreement without Party A’s consent;
(5) Party B violates any other provisions hereof. If Party B breaches the Agreement, it shall indemnify Party A against all direct economic losses, any foreseeable indirect losses and any expenses incurred by Party A for such breach, including without limitation attorney fees, litigation and arbitration fees, financial and travel expenses.
Liability for Breach. 9.1.1 If one party fails to perform or suspends its obligations under this Agreement, or if any statements and guarantees made by the party are untrue or inaccurate in any material respect, the party shall be deemed to have breached this Agreement.
9.1.2 The defaulting party shall commence remedying the non-performance of the Agreement within seven (7) days after receiving a written notice from the other party in respect of such breach (which must reasonably and specifically describe the nature of the breach) and shall complete the remedy within thirty (30) days after receiving such a notice. Furthermore, if any party’s breach of this Agreement causes any expense, liabilities, or losses to be incurred by the other party, the defaulting party shall compensate the complying party for any of the foregoing expenses, liabilities, or losses (including but not limited to interest and attorney’s fees or losses as a result of the breach, but excluding any indirect losses) and shall hold the complying party harmless from any harm.
9.1.3 The Original Shareholders shall jointly and severally indemnify Party A and Target Company from and against all losses suffered or incurred by Party A and the Target Company as a consequence of or which would not have arisen but for:
(a) any breach or inaccuracy of any representation or warranty made by either Original Shareholders in this Agreement or any certificate or other document delivered by the Original Shareholders pursuant to this Agreement ;
(b) any failure by any Original Shareholder to perform any of his/her obligations in this Agreement;
(c) any breach or non-compliance with any applicable law by the Target Company or the Original Shareholders on or before Closing; and
(d) any liability for tax of the Target Company (i) resulting from or by reference to any event, state of affairs, payment, transaction, act, omission or occurrence of whatever nature occurring on or before Closing, (ii) resulting from the Transaction, (iii) in respect of any gross receipts, income, profits or gains earned, accrued or received on or before Closing, or (iv) resulting from potential denial of corporate income tax deduction on personal expenses on the basis they were not incurred for the purposes of gaining or producing income. The remedies provided in this Article 9.1.3 shall not be exclusive of or limit any other remedies that may be available to Party A. For the purposes of this Article 9.1.3, Party A contracts on its own behalf and also ...
