Liability for Breach of the Agreement. 6.1 Any breach by either party of its obligations under the Agreement shall constitute a breach of the Agreement. The breaching party shall immediately cease such breach upon receipt of a written notice from the non-breaching party on correction of such breach, and shall be liable for all economic losses caused to the non-breaching party by its breach.
6.2 Party A shall be entitled to terminate the Agreement and request Party B to make payment of liquidated damages if Party B fails to perform its obligations hereunder and still refuses to perform after being urged by Party A. The specific amount of liquidated damages shall be determined depending on the liability for breach of the Agreement and the loss for breach of the Agreement. The upper limit of liquidated damages shall be the full proceeds obtained by Party B through the Agreement, including but not limited to the Warrant. If Party B has not exercised the Warrant, Party A shall be entitled to revoke the Warrant issued to Party B for the unexercised portion.
6.3 Both parties may modify and supplement the Agreement in written form through negotiation. In addition, neither party shall modify the Agreement without authorization; otherwise, it shall bear the corresponding liability for breach of the Agreement.
Liability for Breach of the Agreement. 8.1 This Agreement is a clear expression of the true will of all Parties. During the performance of this Agreement, if any Party fails to strictly implement or fulfill the corresponding responsibilities and obligations in accordance with this Agreement, such Party will be deemed to have breached the Agreement, and shall bear the corresponding liability for the breach. In addition to compensating the observant Party for its actual losses, the defaulting Party shall also bear all expenses paid by the observant Party to obtain such compensation, including but not limited to legal fees, attorney fees, and travel expenses. If any other third party suffers any losses and disputes due to any Party's violation of this Agreement, and the result of the settlement of such disputes finally leads to the observant Party taking any responsibilities, the breaching Party shall fully compensate the observant Party for the losses thus incurred.
8.2 If this Agreement is terminated in advance caused by Party A, that is, the production of the Cooperative Vehicle Models in Party B is stopped prior to the expiration of this Agreement, Party A and/or its affiliated parties shall compensate Party B for the reasonable and direct losses caused thereby in lump sum. For the purpose of clarity, Party B's reasonable direct losses are limited to those directly related to the Cooperative Vehicle Models, including but not limited to the depreciation and amortization of fixed assets (calculated at annual scheduled production capacity), material inventory, semi-finished products of the Cooperative Vehicle Models produced online, vehicles not yet delivered, and employee severance costs that have not yet been borne by Party B during the remaining term of this Agreement.
Liability for Breach of the Agreement. 6.1 If the Shareholders or the Target Company (hereinafter referred to as “Breaching Party”) materially breach(s) any terms of the Agreement or fail(s) or delay(s) to perform any obligation under the Agreement, it will constitute a Breach under the Agreement (hereinafter referred to as a “Breach”), Baina Zhiyuan (Beijing) has the right to ask the Breaching Party to make corrections or take remedial measures within reasonable time. If the Breaching Party fails to make corrections or take remedial measures within reasonable time or within 10 days after the Non-breaching Party notifies the Breaching Party in writing and asks for correction, then Baina Zhiyuan (Beijing) has the right to terminate the Agreement and ask for damages from the Breaching Party;
6.2 If Baina Zhiyuan (Beijing) breaches the Agreement, the Non-breaching Party has no right to terminate or cancel the Agreement unless otherwise specified by laws.
6.3 Notwithstanding the other provisions of the Agreement, the provisions of this Article shall survive the termination of the Agreement.
Liability for Breach of the Agreement. 8.1 After execution of this Agreement, in the event any statements and guarantees made by either Party (hereinafter referred to as the “Defaulting Party”) prove to be untrue, false, incomplete, or misleading, or if there is a failure in fulfilling the agreed-upon obligations, the Defaulting Party is obligated to compensate the other Party for all tangible losses incurred due to this breach.
Liability for Breach of the Agreement. 9.1 In the event that there is any substantial omission, inaccuracy or misrepresentation in the documents or data submitted by the Transferor, the Agreement may be terminated by the Transferee. The Transferor shall take the liabilities of breaching and indemnify the Transferee for the damages for the breach thereof.
9.2 The Parties mutually agree that, unless otherwise provided under this Agreement, if a Party is in material breach of this Agreement ("breaching Party"), then the other Party (“observant Party”) has the right to terminate this Agreement according to the Contract Law of People's Republic of China and applicable judicatory interpretations and claims damages arising from the breach.
9.3 If the Transferor makes explanations for any exceptional case for undertakings and warranties in Section 8.2.4, Section 8.2.6, the Transferor shall settle such cases within the time limit approved by the Transferee. If failed to do so, the Transferee is entitle to choose any of following measures:
9.3.1 terminate this Agreement and require the Transferor to pay the Transferee RMB5,000,000.00 Yuan as penalty.
9.3.2 deduct no less than RMB5,000,000.00Yuan from payables of the Transferee.
9.4 The Parties confirm simultaneously that, if a Party is in breach of obligations with regard to the escrow terms and conditions (including but not limited to the escrow terms and conditions in this Agreement and any other agreement the parties agreed in connection with the escrow terms and conditions), the beaching party shall assume responsibility of breach in accordance with Supplementary Agreement for the Escrow Terms and Conditions for the First Installment.
9.5 The Parties confirm simultaneously that, unless otherwise provided in this Agreement, if a Party is in breach of their undertakings, warranties and facts stated in the Section 8 under the Agreement，the observant Party has the right to terminate this Agreement and claim damages arising from the breach.
9.6 After Completion of the Transfer, the Transferor shall take positive measures to solve all disputes or debts caused by the operation of the Target Company before the Date of Completion, or unforeseeable disputes before the Date of Delivery. The Transferor shall compensate for the direct or indirect damages rising thereof.
9.7 If the Transferor and Related Party of the Transferor refuses to fulfill obligations under Section 8.4 of the Agreement, the Transferor are in breach of the Agreement and the Transferee has th...
Liability for Breach of the Agreement. 6.1 If one party fails to perform any of its obligations or violates any statements, representations, warranties or commitments under this agreement, that party shall be deemed in breach of this agreement. If any party suffers any loss due to the breach of this agreement, the breaching party shall compensate for such losses and take corresponding measures to protect the performing party from any further damage.
6.2 Unless otherwise specified in the agreement, if one party violates this agreement and cause expenses, obligations, losses to other party, the breaching party shall compensate the performing party for any of the above losses (including but not limited to the interest paid or lost due to breach of contract and attorney's fees). The total amount of compensation paid by the breaching party shall be the same as losses caused by the breach, and such compensation shall contain the benefits that the performing party shall obtained due to performance of the agreement. In addition to the losses caused by the breach of the agreement, the losses and cost increased due to the breach of the agreement shall also be considered in the calculation of compensation.
Liability for Breach of the Agreement. 8.1 The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches substantially any of the provisions herein or fails substantially to perform any of the obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non- defaulting Party to request the Defaulting Party to rectify such Default or take remedial measures with a reasonable period of time. If within the reasonable period, or fifteen (15) days of the relevant non-defaulting Party’s request for rectification, the Defaulting Party fails to rectify such Default or take remedial measures, the relevant non-defaulting Party shall be entitled to decide, at its sole discretion: (1) to terminate this Agreement and require the Defaulting Party to indemnify all the damage; or (2) to require specific performance by the Defaulting Party of its obligations hereunder as well as to require the Defaulting Party to indemnify all the damage.
8.2 The Parties agree and acknowledge that neither the Shareholder nor the Company shall demand early termination of this Agreement for any reason under any circumstances unless otherwise provided by laws or this Agreement.
8.3 Notwithstanding any other provisions under this Agreement, the validity of this article 8 shall survive the suspension or termination of this Agreement.
Liability for Breach of the Agreement. 20.1 Unless the Agreement otherwise requires, if one party fails to abide by the Agreement and fails to perform the obligations and responsibilities under this Agreement, the other party shall inform the defaulting party in writing and request the defaulting party to correct the breach of Agreement within 7 days after receiving the written notice. If the defaulting party fails to take any effective remedial measures within the regulated time, the other party has the right to terminate the Agreement and wait for the defaulting party to rectify the breach of Agreement and resume the performance of the Agreement, if the defaulting party fails to take any effective measures within 15 days after receiving the written notice, the other party shall have the right to terminate the Agreement in advance. After the Agreement is terminated, the defaulting party shall pay all losses suffered by the observant party due to defaulting’s breach of Agreement.
20.2 If either party of the Agreement requests termination of the Agreement without any reason, it shall pay the other party compensation related to termination. The compensation is a 12-month management fee (the monthly management fee is the average of the management fees incurred in the past 6 months) or half of the total management fee from the termination date of the Agreement to the expiration date of the Agreement. The larger one will prevail.
20.3 If the Project cannot be operated normally due to the reasons of the Client, including but not limited to: the Manager cannot manage the Project normally resulting from restrictions on operating conditions and restrictions on the management personnel’s authority, the Manager shall not be liable for breach of Agreement by the Client. In the event that the above-mentioned incident has not been properly resolved within one month after it occurs, the Manager has the right to terminate this Agreement in advance without any liability. If the agreement is terminated due to the above reasons, the Client shall pay all outstanding payments, including management fees and termination compensation (the amount of the termination compensation shall be implemented pursuant top rovision of 20.2), and shall comply with the termination requirements specified in this Agreement.
20.4 The Manager shall not be liable for breach of Agreement of the Client due to abnormal operation and the management of the Project resulting from the reasons of. government or other third party (including but n...
Liability for Breach of the Agreement. 9.1 If Party A does not provide the technical materials and guidance on tests, trial, and production to Party B in accordance with the time, quantity, quality provisions stipulated hereinabove, Party A shall pay Party B penalty equal to the sum of 5% of technology transfer fee.
9.2 If Party A transfers such technology to any third party without prior approval by Party B, it shall pay Party B penalty equal to the sum of 5% of technology transfer fee.
9.3 In the event that there is any technical error for the transferred technology Party A shall make corrections and improve the quality promptly. If such improvement still cannot meet the production standard, Party A shall pay Party B penalty equal to the sum of 5% of technology transfer fee, and moreover, reimburse Party B any losses incurred arising out of or in connection therewith.
9.4 If Party B does not pay transfer fee to Party A in accordance with the time and amount stipulated by this Agreement, Party B shall pay penalty to Party A subject to the bank's rules with respect to deferring payment.
Liability for Breach of the Agreement. If Party B’s failure to pay off the full transfer price within the time agreed in this Agreement, this Agreement is automatically terminated on the due date of the payment. Party A shall still remain the ownership over the recycling economy power generation systems and related assets, and both parties shall continue to perform their respective rights and obligations according to the “Cooperative Agreement for Recycling Economy Project” and assume the corresponding liabilities for breach of the original Cooperative Agreement.
