Common use of Liability for Breach of Agreement Clause in Contracts

Liability for Breach of Agreement. 5.1 If a Party hereto breaches this Framework Agreement or any of its representations or warranties hereunder, the non-breaching Party may by written notice request the breaching Party to cure such breach within ten (10) days upon receipt of such notice, take corresponding measures to avoid the occurrence of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, the breach Party shall indemnify the non-breaching Party to cause the non-breaching Party to obtain all the benefits it would have obtained had the Framework Agreement been duly performed. 5.2 If the breaching Party fails to cure its breach within ten (10) days upon receipt of the notice as set out in above Clause 5.1, the non-breaching Party shall have the right to request the breaching Party to indemnify any expenses, liabilities or losses incurred by the non-breaching Party as a result of such breach (including but not limited to loss of interests and attorney’s fee). 5.3 The breaching Party shall indemnify the non-breaching Party against any expenses, liabilities or losses (including but not limited to any loss on company profit) suffered by other Parties hereto as a result of the breach of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at the time of execution of this Framework Agreement. 5.4 Party B shall be solely liable for any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use of Party A’s intellectual property, or any improper technical operations by Party B. If Party B is aware of any unauthorized use of Party A’s intellectual property by a third party, Party B shall immediately notify Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach of this Framework Agreement, the amount of indemnity payable by each Party shall be determined on basis of the severity of their respective breach.

Liability for Breach of Agreement. 5.1 If a The Parties agree and confirm that, if either Party hereto breaches this Framework Agreement (the “Defaulting Party”) is in breach of any provisions herein or any of fails to perform its representations or warranties obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non-breaching defaulting Party may by to request the Defaulting Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within thirty (30) days of non-defaulting Party’s written notice request the breaching Party to cure requesting for such breach within ten (10) days upon receipt of such noticerectification or remedy, take corresponding measures to avoid the occurrence of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, the breach Party shall indemnify then the non-breaching defaulting Party shall be entitled to elect any one of the following remedial actions: (a) to terminate this Agreement and request the Defaulting Party to cause fully compensate its losses and damages; (b) to request the specific performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to fully compensate non-breaching Party to obtain all the benefits it would have obtained had the Framework Agreement been duly performeddefaulting Party’s losses and damages. 5.2 If the breaching No waiver of rights in respect of any default hereunder shall be valid unless it was made in writing. Any failure to exercise or delay in exercising any rights or remedy by any Party fails to cure its breach within ten (10) days upon receipt of the notice as set out in above Clause 5.1, the non-breaching Party under this Agreement shall have the right to request the breaching Party to indemnify any expenses, liabilities or losses incurred by the non-breaching Party not be deemed as a result waiver of such breach (including but Party. Any partial exercise of any right or remedy shall not limited to loss affect the exercise of interests any other rights and attorney’s fee)remedies. 5.3 The breaching Party shall indemnify the non-breaching Party against any expensesNotwithstanding Section 5.1 above, liabilities or losses (including but not limited to any loss on company profit) suffered by other Parties hereto as a result of the breach of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at the time of execution of this Framework Agreement. 5.4 agree and confirm that in no circumstance shall Party B shall be solely liable for any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use early terminate this Agreement unless the applicable law provides otherwise or it has obtained the prior written consent of Party A’s intellectual property, or any improper technical operations by Party B. If Party B is aware of any unauthorized use of Party A’s intellectual property by a third party, Party B shall immediately notify Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach 5.4 The validity of this Framework Section shall not be affect by the suspension or termination of this Agreement, the amount of indemnity payable by each Party shall be determined on basis of the severity of their respective breach.

Liability for Breach of Agreement. 5.1 If 18.1 Subject to the following provisions, in the event that a Party hereto breaches this Framework Agreement commits a breach of one or any more of its representations or warranties hereunderobligations under this Agreement, then the non-breaching Party may by written shall deliver notice request to the breaching Party to cure promptly upon the non-breaching Party's knowledge of such breach within ten (10) days breach, and, upon receipt of such notice, take corresponding measures to avoid the occurrence of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, the breach breaching Party shall indemnify be liable to pay damages to the non-breaching Party to cause the for any loss suffered by such non-breaching Party that was reasonably foreseeable as likely to obtain all result from the benefits it would have obtained had the Framework Agreement been duly performedbreach. 5.2 18.2 If the breaching Party B fails to cure its pay any amount payable hereunder on the date that such payment is due under this Agreement, Party A shall be entitled, for as long as the said breach continues to prevail, to issue a notice in writing (the "Notice of Breach") to Party B requiring Party B to remedy the breach within ten thirty (1030) days upon receipt of the notice as set out in above Clause 5.1Notice of Breach (the "Remedy Period"). If Party B still fails to pay the required amount within the Remedy Period, Party B shall pay to Party A a penalty on the nonoverdue amount from the thirty-breaching first (31st) day after the amount becomes overdue to the date of actual payment at the rate of five one hundredths of a percent (0.05%) per day. If Party B fails to pay the required amount within thirty (30) days after the expiry of the Remedy Period and such failure is not due to a breach by Party A of any provision of this Agreement, Party A shall have the right to request the breaching Party terminate this Agreement forthwith by written notice to indemnify any expenses, liabilities or losses incurred by the non-breaching Party as a result of such breach (including but not limited to loss of interests and attorney’s fee). 5.3 The breaching Party shall indemnify the non-breaching Party against any expenses, liabilities or losses (including but not limited to any loss on company profit) suffered by other Parties hereto as a result of the breach of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at the time of execution of this Framework Agreement. 5.4 Party B shall be solely liable for any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use of Party A’s intellectual property, or any improper technical operations by Party B. If In the event that Party B is aware of any unauthorized use of Party A’s intellectual property by a third partyA chooses to terminate this Agreement, Party B shall not be discharged any liability for payment of any overdue amount and any penalty assessed pursuant to the immediately notify preceding paragraph payable by Party B to Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach of under this Framework Agreement, the amount of indemnity payable by each Party shall be determined on basis of the severity of their respective breach.

Liability for Breach of Agreement. 5.1 9.1 If a Party hereto breaches this Framework Agreement or any of its representations the provisions hereof, said Party shall compensate the non-breaching Parties for all claims, expenses, costs, losses and liabilities incurred or warranties arising in connection with said breach, whether directly or indirectly. If the Party in breach is one of the parties comprising Party B and/or the Company, Party B shall bear joint and several liability in respect of the compensation for such breach. 9.2 Without prejudice to any of the other provisions of this Article 9, if either Party fails to perform any of said Party’s obligations hereunder, the non-breaching Parties shall, in addition to exercising any other rights and remedies available hereunder, have the right to demand that the Party may by written notice request in breach actually perform the breaching Party to cure such breach within ten (10) days upon receipt relevant obligation and the Parties expressly waive the defense of such notice, take corresponding measures to avoid the occurrence sufficiency of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, the breach Party shall indemnify the non-breaching Party to cause the non-breaching Party to obtain all the benefits it would have obtained had the Framework Agreement been duly performeddamages. 5.2 If 9.3 Without prejudice to any of the breaching other provisions of this Article 9, if either party comprising Party B fails to cure its breach within ten (10) days upon receipt of fully transfer the notice as set out in above Clause 5.1Equity to Party A on the terms and conditions hereof, the non-breaching Party A shall have the right to request demand in writing that Party B perform said Party’s obligations specified herein and transfer the breaching Equity to Party A. If Party B still has not completed the procedures for the amendment of business registration for the Proposed Equity Transfer within seven (7) Working Days after receipt of the aforementioned written notice from Party A, Party A shall have the right to indemnify any expenses, liabilities or losses incurred by unilaterally terminate this Agreement on the non-breaching Party as a result basis of such material breach and demand that the Party in breach compensate for the losses, damage and costs (including but not limited to loss of interests reasonable legal fees and attorney’s fee). 5.3 The breaching litigation expenses) incurred in connection with the Proposed Equity Transfer by Party shall indemnify the non-breaching Party against any expenses, liabilities or losses (including but not limited to any loss on company profit) suffered by other Parties hereto A as a result of the breach of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at the time of execution of this Framework Agreementthereof. 5.4 Party B shall be solely liable for any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use of Party A’s intellectual property, or any improper technical operations by Party B. If Party B is aware of any unauthorized use of Party A’s intellectual property by a third party, Party B shall immediately notify Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach of this Framework Agreement, the amount of indemnity payable by each Party shall be determined on basis of the severity of their respective breach.

Liability for Breach of Agreement. 5.1 Breach of Agreement If a Party hereto breaches this Framework Agreement or fails to perform any of its representations material obligations under this Agreement, or warranties hereunderif a representation or warranty made by a Party under this Agreement is untrue or materially inaccurate, the Party shall be deemed to have breached this Agreement. In this case, the non-breaching Party may by written notice request give the breaching Party to cure a written notice that it has breached this Agreement and should remedy such breach within ten sixty (1060) days upon receipt of the date of such notice, take corresponding measures to avoid the occurrence of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, If the breach Party shall indemnify has not been remedied by the nonend of such sixty-breaching Party to cause the non-breaching Party to obtain all the benefits it would have obtained had the Framework Agreement been duly performed. 5.2 If the breaching Party fails to cure its breach within ten (10) days upon receipt of the notice as set out in above Clause 5.1day period, the non-breaching Party shall have may request early dissolution of the right to request Company as provided in Article 22.1(e). Within the same sixty-day term, the breaching Party may as well notify the non-breaching Party it does not consider itself having committed a breach of any material obligation under this Agreement; in this case, the Parties shall initiate the procedure provided for in Article 27. The termination rights expressed in this Article 24.1 shall be in addition to and not in substitution of any other remedy that may be available to the non-breaching Party and any termination in the exercise of such rights shall not relieve the other Parties from any obligations accrued to the date of such termination or relieve the breaching Parties from liabilities and damages to the other Parties for breach of this Agreement. Notwithstanding the foregoing, each Party may terminate this Agreement immediately if a petition for bankruptcy, corporate reorganization or insolvency is made by or against the other Party and is not dismissed for sixty (60) days or the other Party sells or transfers all or substantially all of its assets or business to a third party. Indemnity for Breach of Agreement If the Company suffers any cost, expense, liability or loss, including but not limited to lost profits, as a result of a breach of this Agreement by any Party, then the breaching Party shall indemnify and hold the Company harmless in relation to any expensessuch cost, liabilities expense, liability or losses loss incurred by the Company. If the non-breaching Party suffers any cost, expense, liability or loss as a result of a breach of this Agreement by the breaching Party, the breaching Party shall indemnify and hold the non-breaching Party harmless in relation to such cost, expense, liability or loss incurred by the non-breaching Party as a result except for the wilful misconduct or gross negligence of such breach (including but not limited to loss of interests and attorney’s fee). 5.3 The breaching Party shall indemnify the non-breaching Party against any expensesParty. Continued Implementation of Agreement During the period of breach, liabilities or losses (including but not limited to any loss on company profit) suffered by the Parties shall in all other Parties hereto as a result of the breach respects continue their implementation of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at the time of execution of this Framework Agreement. 5.4 Party B shall be solely liable for any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use of Party A’s intellectual property, or any improper technical operations by Party B. If Party B is aware of any unauthorized use of Party A’s intellectual property by a third party, Party B shall immediately notify Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach of this Framework Agreement, the amount of indemnity payable by each Party shall be determined on basis of the severity of their respective breach.

Liability for Breach of Agreement. 5.1 If a 8.1. The Parties agree and confirm that, if either Party hereto breaches this Framework Agreement (the “Defaulting Party”) is in breach of any provisions herein or any of fails to perform its representations or warranties obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non-breaching defaulting Party may by to request the Defaulting Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within 30 days of non-defaulting Party’s written notice request the breaching Party to cure requesting for such breach within ten (10) days upon receipt of such noticerectification or remedy, take corresponding measures to avoid the occurrence of any damage, and to continue to perform this Framework Agreement. In the case of any damage arising from such breach, the breach Party shall indemnify then the non-breaching defaulting Party shall be entitled to elect any one of the following remedial actions: (a) to terminate this Agreement and request the Defaulting Party to cause the non-breaching Party to obtain all the benefits it would have obtained had the Framework Agreement been duly performed. 5.2 If the breaching Party fails to cure fully compensate its breach within ten losses and damages; (10b) days upon receipt of the notice as set out in above Clause 5.1, the non-breaching Party shall have the right to request the breaching specific performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to indemnify any expenses, liabilities or losses incurred by the fully compensate non-breaching defaulting Party’s losses and damages. 8.2. No waiver of rights in respect of any Default hereunder shall be valid unless it was made in writing. Any failure to exercise or delay in exercising any rights or remedy by any Party under this Agreement shall not be deemed as a result waiver of such breach (including but Party. Any partial exercise of any right or remedy shall not limited to loss affect the exercise of interests any other rights and attorney’s fee)remedies. 5.3 The breaching Party shall indemnify the non-breaching Party against any expenses8.3. Notwithstanding Section 8.1 above, liabilities or losses (including but not limited to any loss on company profit) suffered by other Parties hereto as a result of the breach of this Framework Agreement by the breaching Party’s breach of this Framework Agreement (including but not limited to interests and attorney’s fees paid or lost due to such breach). The aggregate amount to be paid under such indemnity shall be equal to the amount of the losses arising from such breach, and such indemnity shall include the benefits the non-breaching Party would have obtained had this Framework Agreement been duly performed by the Parties; provided that such indemnity shall not exceed the possible loss reasonably expected by the Parties to occur due to a breach hereof at agree and confirm that in no circumstance shall Party B early terminate this Agreement unless the time of execution of applicable law or this Framework AgreementAgreement provides otherwise. 5.4 Party B shall be solely liable for 8.4. Notwithstanding any claim made by any third party arising from Party B’s failure to conduct its business as instructed by Party A, its improper use of Party A’s intellectual property, or any improper technical operations by Party B. If Party B is aware of any unauthorized use of Party A’s intellectual property by a third party, Party B shall immediately notify Party A thereof and cooperate in any act that may be taken by Party A. 5.5 If both Parties hereto are in breach of other provisions under this Framework Agreement, the amount validity of indemnity payable this Section shall not be affected by each Party shall be determined on basis the suspension or termination of the severity of their respective breachthis Agreement.