Common use of Liability for Breach of the Agreement Clause in Contracts

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 the right to exercise any of the following options: 9.7.1 to delay the subsequent payments to the Transferor or. A. Lack of exclusive operating agreement and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per agreement to the Transferee; B. Lack of certificate of qualification on gas operating and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; C. Lack of certificate of fee collection permit and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; D. Lack of other certificate which is necessary for the regular operating of gas company before the second installment, the Transferor shall compensate RMB500,000.00 per certificate to the Transferee; 9.7.3 to terminate this Agreement and claim damages rising thereof 9.8 Unless this Agreement is otherwise provided, if the Transferor have performed all the provisions of this Agreement strictly; however the Transferee unilaterally terminates by violating this Agreement, the Transferee shall compensate the Transferor for their direct damages rising hereby. 9.9 Unless otherwise provided under this Agreement, each Party shall not terminate this Agreement without the consent of the other Party; otherwise the termination party shall pay the other Party RMB 5,000,000.00Yuan as penalty. 9.10 The Parties agree that, under any of a situation or situations under Section 10.2.3 to Section 10.2.9 of the Agreement, Transferee has the right to terminate this Agreement at its own discretion without taking any liability and has the right to request Transferor to pay it RMB 5,000,000.00Yuan as penalty. 9.11 If, according to this Agreement, the Transferee does not make the second installment payment to the Transferor after the expiration of the grace period of second installment payment, the Transferee shall assist the Transferor to transfer 42% equity of the Target Company which is held by the Transferee to the Transferor (after this transfer, the Transferee will possess 28% of the Target Company’s shares.)

Liability for Breach of the Agreement. 9.1 In the event that there is any substantial omission, inaccuracy material omission or misrepresentation severe fraud 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 8.2.48.1.5, Section 8.2.68.1.6 and Section 8.1.7, 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 RMB 10,000,000 Yuan as penalty. 9.3.2 deduct no less than RMB5,000,000.00Yuan RMB_10,000,000_ Yuan 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 9.5 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 9.6 If the Transferor and Related Party of the Transferor refuses fail to fulfill obligations their undertakings on time under Section 8.4 of the Agreement, the Transferor are in breach of the Agreement and the Transferee has the right to exercise any of delay the following options: 9.7.1 to delay the subsequent payments to the Transferor or. A. Lack of exclusive operating agreement and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per agreement to the Transferee; B. Lack of certificate of qualification on gas operating and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; C. Lack of certificate of fee collection permit and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; D. Lack of other certificate which is necessary for the regular operating of gas company before the second installment, the Transferor shall compensate RMB500,000.00 per certificate to the Transferee; 9.7.3 or to terminate this Agreement and claim damages rising thereof. 9.8 9.7 Unless this Agreement is otherwise provided, if the Transferor have performed all the provisions of this Agreement strictly; however the Transferee unilaterally terminates by violating this Agreement, the Transferee shall compensate the Transferor for their direct damages rising hereby. 9.9 9.8 Unless otherwise provided under this Agreement, each Party shall not terminate this Agreement without the consent of the other Party; otherwise the termination party shall pay the other Party RMB 5,000,000.00Yuan 10,000,000 Yuan as penalty. 9.10 9.9 The Parties agree that, under any of a situation or situations under Section 10.2.3 10.2.4 to Section 10.2.9 10.2.10 of the Agreement, Transferee has the right to terminate this Agreement at its own discretion without taking any liability and has the right to request Transferor to pay it RMB 5,000,000.00Yuan 10,000,000Yuan as penalty. 9.11 If, according to this Agreement, the Transferee does not make the second installment payment to the Transferor after the expiration of the grace period of second installment payment, the Transferee shall assist the Transferor to transfer 42% equity of the Target Company which is held by the Transferee to the Transferor (after this transfer, the Transferee will possess 28% of the Target Company’s shares.)

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 8.2.48.2.5, Section 8.2.68.2.7, 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 RMB10,000,000.00 Yuan as penalty. 9.3.2 deduct no less than RMB5,000,000.00Yuan RMB10,000,000.00 Yuan 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 the right to exercise any of the following options: 9.7.1 to delay the subsequent payments to the Transferor or. A. Lack of exclusive operating agreement and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per agreement to the Transferee; B. Lack of certificate of qualification on gas operating and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; C. Lack of certificate of fee collection permit and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; D. Lack of other certificate which is necessary for the regular operating of gas company before the second installment, the Transferor shall compensate RMB500,000.00 per certificate to the Transferee; 9.7.3 to terminate this Agreement and claim damages rising thereof 9.8 Unless this Agreement is otherwise provided, if the Transferor have performed all the provisions of this Agreement strictly; however the Transferee unilaterally terminates by violating this Agreement, the Transferee shall compensate the Transferor for their direct damages rising hereby. 9.9 Unless otherwise provided under this Agreement, each Party shall not terminate this Agreement without the consent of the other Party; otherwise the termination party shall pay the other Party RMB 5,000,000.00Yuan as penalty. 9.10 The Parties agree that, under any of a situation or situations under Section 10.2.3 to Section 10.2.9 of the Agreement, Transferee has the right to terminate this Agreement at its own discretion without taking any liability and has the right to request Transferor to pay it RMB 5,000,000.00Yuan as penalty. 9.11 If, according to this Agreement, the Transferee does not make the second installment payment to the Transferor after the expiration of the grace period of second installment payment, the Transferee shall assist the Transferor to transfer 42% equity of the Target Company which is held by the Transferee to the Transferor (after this transfer, the Transferee will possess 28% of the Target Company’s shares.)

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 8.2.48.2.5, Section 8.2.68.2.7, 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 RMB5,000,000.00 Yuan 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 their obligation under Section 8.4 of the this Agreement, the Transferor are in breach of the Agreement and the Transferee has the right to exercise any of the following options: 9.7.1 to delay the subsequent payments to the Transferor or. A. Lack of exclusive operating agreement and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per agreement to the Transferee; B. Lack of certificate of qualification on gas operating and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; C. Lack of certificate of fee collection permit and not be able to remedy before the second installment, the Transferor shall compensate RMB2,000,000.00 per certificate to the Transferee; D. Lack of other certificate which is necessary for the regular operating of gas company before the second installment, the Transferor shall compensate RMB500,000.00 per certificate to the Transferee;. 9.7.3 9.7.2 to terminate this Agreement and claim damages rising thereof 9.8 Unless this Agreement is otherwise provided, if the Transferor have performed all the provisions of this Agreement strictly; however the Transferee unilaterally terminates by violating this Agreement, the Transferee shall compensate the Transferor for their direct damages rising hereby. 9.9 Unless otherwise provided under this Agreement, each Party shall not terminate this Agreement without the consent of the other Party; otherwise the termination party shall pay the other Party RMB 5,000,000.00Yuan as penalty. 9.10 The Parties agree that, under any of a situation or situations under Section 10.2.3 to Section 10.2.9 of the Agreement, Transferee has the right to terminate this Agreement at its own discretion without taking any liability and has the right to request Transferor to pay it RMB 5,000,000.00Yuan as penalty. 9.11 If, according to this Agreement, the Transferee does not make the second installment payment to the Transferor after the expiration of the grace period of second installment payment, the Transferee shall assist the Transferor to transfer 42% equity of the Target Company which is held by the Transferee to the Transferor (after this transfer, the Transferee will possess 28% of the Target Company’s shares.)