Common use of SEC FILING; TERMINATION Clause in Contracts

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO and Tianyin; (b) by either VSCO or Tianyin if the Transaction shall not have been consummated for any reason by January 31, 2008; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO or Tianyin if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable; (d) by Tianyin, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO set forth in this Agreement, or if any representation or warranty of VSCO shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s representations and warranties or breach by VSCO is curable by VSCO, then Tianyin may not terminate this Agreement under this Section 8.2(d) unless VSCO does not cure such breach within thirty (30) days after delivery of written notice from Tianyin to VSCO of such breach, provided VSCO continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO is cured during such thirty (30)-day period); or (e) by VSCO, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin or the Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin or the Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties or breach by Tianyin or the Shareholders is curable by Tianyin or the Shareholders, then VSCO may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within thirty (30) days after delivery of written notice from VSCO to Tianyin and/or the Shareholders of such breach, provided Tianyin and the Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin or the Shareholders is cured during such thirty (30)-day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Ableauctions and Tianyinthe Top Favour Shareholders; (b) by either VSCO Ableauctions or Tianyin the Top Favour Shareholders if the Transaction shall not have been consummated for any reason by January 31November 30, 20082009; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Ableauctions or Tianyin the Top Favour Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe Top Favour Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Ableauctions or the Ableauctions Shareholders set forth in this Agreement, or if any representation or warranty of VSCO Ableauctions shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s Ableauctions’ representations and warranties or breach by VSCO Ableauctions or the Ableauctions Shareholders is curable by VSCOAbleauctions or the Ableauctions Shareholders prior to the Closing Date, then Tianyin the Top Favour Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Top Favour Shareholders to VSCO Ableauctions and the Ableauctions Shareholders of such breach, provided VSCO continues Ableauctions and the Ableauctions Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the Top Favour Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Ableauctions or the Ableauctions Shareholders is cured during such thirty (30)-day 30) day period); or; (e) by VSCOAbleauctions, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Top Favour or the Top Favour Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Top Favour or the Top Favour Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinTop Favour’s or the Top Favour Shareholders' ’ representations and warranties or breach by Tianyin Top Favour or the Top Favour Shareholders is curable by Tianyin Top Favour or the ShareholdersTop Favour Shareholders prior to the Closing Date, then VSCO Ableauctions may not terminate this Agreement under this Section 8.2(e8.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Ableauctions to Tianyin and/or Top Favour and the Top Favour Shareholders of such breach, provided Tianyin Top Favour and the Top Favour Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Ableauctions may not terminate this Agreement pursuant to this Section 8.2(e8.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin Top Favour or the Top Favour Shareholders is cured during such thirty (30)-day 30) day period); (f) by Ableauctions, if the results of the due diligence investigation are unsatisfactory in accordance with Section 7.2(d) and if Top Favour is unable to remedy, to the satisfaction of Ableauctions, any matter objected to prior to the Closing Date, as the Closing Date may be extended by the parties; (g) by Top Favour if RBC refuses to approve the assumption by the Liquidating Trust of the liabilities and guarantees arising from the Loan Agreements; or (h) by Ableauctions if (i) RBC refuses to approve the assumption by the Liquidating Trust of the liabilities and guarantees arising from the Loan Agreements and (ii) Top Favour does not waive the failure to assign such liabilities and guarantees.

SEC FILING; TERMINATION. 8.1 Prior At or prior to Closing, VSCO EXDG shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("“14f-1 Information Statement"”); no later than 5 business days after the Closing, VSCO and EXDG shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCOEXDG’s shareholders of record. EXDG will use its best efforts to ensure that the Company’s current sole director, Mx. Xxxxx Xxxxxx, will remain as a director of the Company until the expiration of the 10-day period beginning on the date of the mailing of the 14f-1 Information Statement. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO EXDG and TianyinSinary; (b) by either VSCO EXDG or Tianyin Sinary if the Transaction shall not have been consummated for any reason by January 31December 15, 20082007; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO EXDG or Tianyin Sinary if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by TianyinSinary, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO EXDG set forth in this Agreement, or if any representation or warranty of VSCO EXDG shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOEXDG’s representations and warranties or breach by VSCO EXDG is curable by VSCOEXDG prior to the Closing Date, then Tianyin Sinary may not terminate this Agreement under this Section 8.2(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin Sinary to VSCO EXDG of such breach, provided VSCO EXDG continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin Sinary may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO EXDG is cured during such thirty (30)-day period); or (e) by VSCOEXDG, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Sinary or the Shareholders Sinary Stockholder set forth in this Agreement, or if any representation or warranty of Tianyin Sinary or the Shareholders Sinary Stockholder shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinSinary’s or the Shareholders' Sinary Stockholder’s representations and warranties or breach by Tianyin Sinary or the Shareholders Sinary Stockholder is curable by Tianyin Sinary or Sinary Stockholder prior to the ShareholdersClosing Date, then VSCO EXDG may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO EXDG to Tianyin and/or the Shareholders Sinary and Sinary Stockholder of such breach, provided Tianyin Sinary and the Shareholders Sinary Stockholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO EXDG may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin Sinary or the Shareholders Sinary Stockholder is cured during such thirty (30)-day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 7.1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Odimo, the Odimo Stockholder, SCSI and Tianyinthe SCSI Shareholder; (b) by either VSCO Odimo, the Odimo Stockholder, SCSI or Tianyin the SCSI Shareholder if the Transaction shall not have been consummated for any reason by January December 31, 20082010; provided, however, that the right to terminate this Agreement under this Section 8.2(b7.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Odimo or Tianyin SCSI if a governmental entity shall have issued an order, decree or ruling Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by TianyinSCSI, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Odimo or the Odimo Stockholder set forth in this Agreement, or if any representation or warranty of VSCO Odimo or the Odimo Stockholder shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 6.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOOdimo’s or the Odimo Stockholder’s representations and warranties or breach by VSCO Odimo or the Odimo Stockholder is curable by VSCOOdimo or the Odimo Stockholder prior to the Closing Date, then Tianyin the SCSI may not terminate this Agreement under this Section 8.2(d7.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin SCSI to VSCO Odimo and the Odimo Stockholder of such breach, provided VSCO continues Odimo and the Odimo Stockholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the SCSI may not terminate this Agreement pursuant to this Section 8.2(d7.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Odimo or the Odimo Stockholder is cured during such thirty (30)-day 30) day period); or (e) by VSCOOdimo, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin SCSI or the Shareholders SCSI Shareholder set forth in this Agreement, or if any representation or warranty of Tianyin SCSI or the Shareholders SCSI Shareholder shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 6.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinSCSI’s or the Shareholders' SCSI Shareholder’s representations and warranties or breach by Tianyin SCSI or the Shareholders SCSI Shareholder is curable by Tianyin SCSI or the ShareholdersSCSI Shareholder prior to the Closing Date, then VSCO Odimo may not terminate this Agreement under this Section 8.2(e7.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Odimo to Tianyin and/or SCSI and the Shareholders SCSI Shareholder of such breach, provided Tianyin SCSI and the Shareholders SCSI Shareholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Odimo may not terminate this Agreement pursuant to this Section 8.2(e7.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin SCSI or the Shareholders SCSI Shareholder is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Pubco and TianyinDynamic Ally Shareholders; (b) by either VSCO Pubco or Tianyin the Dynamic Ally Shareholders if the Transaction shall not have been consummated for any reason by January 31November 15, 20082010; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Pubco or Tianyin the Dynamic Ally Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe Dynamic Ally Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Pubco or the Pubco Stockholders set forth in this Agreement, or if any representation or warranty of VSCO Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s the representations and warranties by Pubco or the Pubco Stockholders or breach by VSCO Pubco or the Pubco Stockholders is curable by VSCOPubco or the Pubco Stockholders prior to the Closing Date, then Tianyin the Dynamic Ally Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Dynamic Ally Shareholders to VSCO Pubco and the Pubco Stockholders of such breach, provided VSCO continues Pubco and the Pubco Stockholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the Dynamic Ally Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Pubco or the Pubco Stockholders is cured during such thirty (30)-day 30) day period); or (e) by VSCOPubco or the Representative Stockholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Dynamic Ally or the Dynamic Ally Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Dynamic Ally or the Dynamic Ally Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties by Dynamic Ally or the Dynamic Ally Shareholders or breach by Tianyin Dynamic Ally or the Dynamic Ally Shareholders is curable by Tianyin Dynamic Ally or the ShareholdersDynamic Ally Shareholders prior to the Closing Date, then VSCO Pubco or the Representative Stockholders may not terminate this Agreement under this Section 8.2(e8.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Pubco or the Representative Stockholders to Tianyin and/or Dynamic Ally and the Dynamic Ally Shareholders of such breach, provided Tianyin Dynamic Ally and the Dynamic Ally Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Pubco may not terminate this Agreement pursuant to this Section 8.2(e8.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin Dynamic Ally or the Dynamic Ally Shareholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 9.1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Pubco and Tianyinthe BVI Shareholders; (b) by either VSCO Pubco or Tianyin the BVI Shareholders if the Transaction shall not have been consummated for any reason by January 31September 30, 20082010; provided, however, that the right to terminate this Agreement under this Section 8.2(b9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Pubco or Tianyin the BVI Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe BVI Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Pubco set forth in this Agreement, or if any representation or warranty of VSCO Pubco or the Pubco Stockholder shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 8.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOPubco’s or the Pubco Stockholder’s representations and warranties or breach by VSCO Pubco or the Pubco Stockholder is curable by VSCOPubco or the Pubco Stockholder prior to the Closing Date, then Tianyin the BVI Shareholders may not terminate this Agreement under this Section 8.2(d9.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the BVI Shareholders to VSCO Pubco and the Pubco Stockholder of such breach, provided VSCO continues Pubco and the Pubco Stockholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin BVI or the BVI Shareholders may not terminate this Agreement pursuant to this Section 8.2(d9.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Pubco or the Pubco Stockholder is cured during such thirty (30)-day 30) day period); or (e) by VSCOPubco, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin BVI or the BVI Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin BVI or the BVI Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 8.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinBVI’s or the BVI Shareholders' ’ representations and warranties or breach by Tianyin BVI or the BVI Shareholders is curable by Tianyin BVI or the ShareholdersBVI Shareholders prior to the Closing Date, then VSCO Pubco may not terminate this Agreement under this Section 8.2(e9.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Pubco to Tianyin and/or BVI and the BVI Shareholders of such breach, provided Tianyin BVI and the BVI Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Pubco may not terminate this Agreement pursuant to this Section 8.2(e9.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin BVI or the BVI Shareholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO ENDD shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO and ENDD shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCOENDD’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO ENDD and TianyinHangson; (b) by either VSCO ENDD or Tianyin Hangson if the Transaction shall not have been consummated for any reason by January 31October 30, 20082006; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO ENDD or Tianyin Hangson if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable; (d) by TianyinHangson, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO ENDD set forth in this Agreement, or if any representation or warranty of VSCO ENDD shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOENDD’s representations and warranties or breach by VSCO ENDD is curable by VSCOENDD, then Tianyin Hangson may not terminate this Agreement under this Section 8.2(d) unless VSCO ENDD does not cure such breach within thirty (30) days after delivery of written notice from Tianyin Hangson to VSCO ENDD of such breach, provided VSCO ENDD continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin Hangson may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO ENDD is cured during such thirty (30)-day period); or (e) by VSCOENDD, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Hangson or the Hangson Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Hangson or the Hangson Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinHangson’s or the Hangson Shareholders' representations and warranties or breach by Tianyin Hangson or the Hangson Shareholders is curable by Tianyin Hangson or the Hangson Shareholders, then VSCO ENDD may not terminate this Agreement under this Section 8.2(e) unless Tianyin Hangson or the Hangson Shareholders do not cure such breach within thirty (30) days after delivery of written notice from VSCO ENDD to Tianyin and/or the Hangson and Hangson Shareholders of such breach, provided Tianyin Hangson and the Hangson Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO ENDD may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin Hangson or the Hangson Shareholders is cured during such thirty (30)-day period).

SEC FILING; TERMINATION. 8.1 Prior At or prior to Closing, VSCO Malex shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("“14f-1 Information Statement"”); no later than 5 business days after the Closing, VSCO and Malex shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCOMalex’s shareholders of record. Prior to filing, Malex shall provide Fulland and its counsel a reasonable opportunity to review and comment on the 14f-1 Information Statement, which shall be in a form reasonably acceptable to said counsel. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Malex and TianyinFulland; (b) by either VSCO Malex or Tianyin Fulland if the Transaction shall not have been consummated for any reason by January 31November 13, 20082007; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Malex or Tianyin Fulland if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by TianyinFulland, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Malex set forth in this Agreement, or if any representation or warranty of VSCO Malex shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOMalex’s representations and warranties or breach by VSCO Malex is curable by VSCOMalex prior to the Closing Date, then Tianyin Fulland may not terminate this Agreement under this Section 8.2(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin Fulland to VSCO Malex of such breach, provided VSCO Malex continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin Fulland may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO Malex is cured during such thirty (30)-day 30) day period); or (e) by VSCOMalex, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Fulland or the Shareholders Fulland Stockholders set forth in this Agreement, or if any representation or warranty of Tianyin Fulland or the Shareholders Fulland Stockholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinFulland’s or the ShareholdersFulland Stockholders' representations and warranties or breach by Tianyin Fulland or the Shareholders Fulland Stockholders is curable by Tianyin Fulland or Fulland Stockholders prior to the ShareholdersClosing Date, then VSCO Malex may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Malex to Tianyin and/or the Shareholders Fulland and Fulland Stockholders of such breach, provided Tianyin Fulland and the Shareholders Fulland Stockholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Malex may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin Fulland or the Shareholders Fulland Stockholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior At or prior to Closing, VSCO the Company shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("“14f-1 Information Statement"”); no later than 5 business days after , and the Closing, VSCO Company shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCOthe Company’s shareholders of record. Prior to filing, the Company shall provide PSI and its counsel a reasonable opportunity to review and comment on the 14f-1 Information Statement, which shall be in a form reasonably acceptable to said counsel. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO the Company and TianyinPSI; (b) by either VSCO the Company or Tianyin PSI if the Transaction shall not have been consummated for any reason by January December 31, 20082007; provided, however, that the right to terminate this Agreement under this Section 8.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO the Company or Tianyin PSI if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by TianyinPSI, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO the Company set forth in this Agreement, or if any representation or warranty of VSCO the Company shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOthe Company’s representations and warranties or breach by VSCO the Company is curable by VSCOthe Company prior to the Closing Date, then Tianyin PSI may not terminate this Agreement under this Section 8.2(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin PSI to VSCO the Company of such breach, provided VSCO the Company continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin PSI may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO the Company is cured during such thirty (30)-day 30) day period); or (e) by VSCOthe Company, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin PSI or the PSI Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin PSI or the PSI Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinPSI’s or the PSI Shareholders' representations and warranties or breach by Tianyin PSI or the PSI Shareholders is curable by Tianyin PSI or PSI Shareholders prior to the ShareholdersClosing Date, then VSCO the Company may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO the Company to Tianyin and/or the PSI and PSI Shareholders of such breach, provided Tianyin PSI and the PSI Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO the Company may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin PSI or the PSI Shareholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Pubco and TianyinTonix Shareholders; (b) by either VSCO Pubco or Tianyin the Tonix Shareholders if the Transaction shall not have been consummated for any reason by January 31October 15, 20082011; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Pubco or Tianyin the Tonix Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe Tonix Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Pubco or the Representative Stockholder set forth in this Agreement, or if any representation or warranty of VSCO Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s the representations and warranties by Pubco or the Representative Stockholder or breach by VSCO Pubco or the Representative Stockholder is curable by VSCOPubco or the Representative Stockholder prior to the Closing Date, then Tianyin the Tonix Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Tonix Shareholders to VSCO Pubco and the Representative Stockholder of such breach, provided VSCO continues Pubco and the Representative Stockholder continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the Tonix Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Pubco or the Representative Stockholder is cured during such thirty (30)-day 30) day period); or (e) by VSCOPubco or the Representative Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Tonix or the Tonix Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Tonix or the Tonix Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties by Tonix or the Tonix Shareholders or breach by Tianyin Tonix or the Tonix Shareholders is curable by Tianyin Tonix or the ShareholdersTonix Shareholders prior to the Closing Date, then VSCO Pubco or the Representative Stockholder may not terminate this Agreement under this Section 8.2(e8.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Pubco or the Representative Stockholder to Tianyin and/or Tonix and the Tonix Shareholders of such breach, provided Tianyin Tonix and the Tonix Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Pubco may not terminate this Agreement pursuant to this Section 8.2(e8.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin Tonix or the Tonix Shareholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Kerrisdale, Renovation and Tianyinthe Renovation Shareholders; (b) by either VSCO Kerrisdale, Renovation or Tianyin the Renovation Shareholders if the Transaction shall not have been consummated for any reason by January 31September 30, 20082009; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Kerrisdale, Renovation or Tianyin the Renovation Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable; non-appealable; 24 (d) by TianyinRenovation or the Renovation Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Kerrisdale set forth in this Agreement, or if any representation or warranty of VSCO Kerrisdale shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOKerrisdale’s representations and warranties or breach by VSCO Kerrisdale is curable by VSCOKerrisdale prior to the Closing Date, then Tianyin Renovation or the Renovation Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin Renovation or the Renovation Shareholders to VSCO Kerrisdale of such breach, provided VSCO Kerrisdale continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin Renovation or the Renovation Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Kerrisdale is cured during such thirty (30)-day 30) day period); or (e) by VSCO, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin or the Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin or the Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties or breach by Tianyin or the Shareholders is curable by Tianyin or the Shareholders, then VSCO may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within thirty (30) days after delivery of written notice from VSCO to Tianyin and/or the Shareholders of such breach, provided Tianyin and the Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO may not terminate this Agreement pursuant to this Section 8.2(e) if it shall have materially breached this Agreement or if such breach by Tianyin or the Shareholders is cured during such thirty (30)-day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Pubco and TianyinGold Industry Shareholders; (b) by either VSCO Pubco or Tianyin the Gold Industry Shareholders if the Transaction shall not have been consummated for any reason by January 31February __, 20082010; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Pubco or Tianyin the Gold Industry Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe Gold Industry Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Pubco or the Pubco Stockholders set forth in this Agreement, or if any representation or warranty of VSCO Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s the representations and warranties by Pubco or the Pubco Stockholders or breach by VSCO Pubco or the Pubco Stockholders is curable by VSCOPubco or the Pubco Stockholders prior to the Closing Date, then Tianyin the Gold Industry Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Gold Industry Shareholders to VSCO Pubco and the Pubco Stockholders of such breach, provided VSCO continues Pubco and the Pubco Stockholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the Gold Industry Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Pubco or the Pubco Stockholders is cured during such thirty (30)-day 30) day period); or (e) by VSCOPubco, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Gold Industry or the Gold Industry Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Gold Industry or the Gold Industry Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties by Gold Industry or the Gold Industry Shareholders or breach by Tianyin Gold Industry or the Gold Industry Shareholders is curable by Tianyin Gold Industry or the ShareholdersGold Industry Shareholders prior to the Closing Date, then VSCO Pubco may not terminate this Agreement under this Section 8.2(e8.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Pubco to Tianyin and/or Gold Industry and the Gold Industry Shareholders of such breach, provided Tianyin Gold Industry and the Gold Industry Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Pubco may not terminate this Agreement pursuant to this Section 8.2(e8.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin Gold Industry or the Gold Industry Shareholders is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Pubco and TianyinShareholder; (b) by either VSCO Pubco or Tianyin the Shareholder if the Transaction shall not have been consummated for any reason by January 31February __, 20082013; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Pubco or Tianyin the Shareholder if a governmental entity Governmental Entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable;non-appealable; or (d) by Tianyinthe Shareholder, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Pubco set forth in this Agreement, or if any representation or warranty of VSCO Pubco shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCO’s the representations and warranties by Pubco or breach by VSCO Pubco is curable by VSCOPubco prior to the Closing Date, then Tianyin the Shareholder may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Shareholder to VSCO Pubco of such breach, provided VSCO continues to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin may not terminate this Agreement pursuant to this Section 8.2(d) if it shall have materially breached this Agreement or if such breach by VSCO is cured during such thirty (30)-day period); or (e) by VSCO, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin or the Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin or the Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Tianyin’s or the Shareholders' representations and warranties or breach by Tianyin or the Shareholders is curable by Tianyin or the Shareholders, then VSCO may not terminate this Agreement under this Section 8.2(e) unless Tianyin or the Shareholders do not cure such breach within thirty (30) days after delivery of written notice from VSCO to Tianyin and/or the Shareholders of such breach, provided Tianyin and the Shareholders Pubco continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO the Shareholder may not terminate this Agreement pursuant to this Section 8.2(e8.1(d) if it they shall have materially breached this Agreement or if such breach by Tianyin or the Shareholders Pubco is cured during such thirty (30)-day 30) day period).

SEC FILING; TERMINATION. 8.1 Prior to Closing, VSCO shall prepare the information statement required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information Statement"); no later than 5 business days after the Closing, VSCO shall file the 14f-1 Information Statement with the SEC and mail the same to each of VSCO’s shareholders of record. 8.2 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of VSCO Sino Charter and Tianyinthe Pxxx Xxxxx Shareholders; (b) by either VSCO Sino Charter or Tianyin the Pxxx Xxxxx Shareholders if the Transaction shall not have been consummated for any reason by January 31February 13, 20082009; provided, however, that the right to terminate this Agreement under this Section 8.2(b8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Transaction to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; (c) by either VSCO Sino Charter or Tianyin the Pxxx Xxxxx Shareholders if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealablenon-appealable; (d) by Tianyinthe Pxxx Xxxxx Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of VSCO Sino Charter or the Sino Charter Stockholders set forth in this Agreement, or if any representation or warranty of VSCO Sino Charter shall have become materially untrue, in either case such that the conditions set forth in Section 7.1 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in VSCOSino Charter’s representations and warranties or breach by VSCO Sino Charter or the Sino Charter Stockholders is curable by VSCOSino Charter or the Sino Charter Stockholders prior to the Closing Date, then Tianyin the Pxxx Xxxxx Shareholders may not terminate this Agreement under this Section 8.2(d8.1(d) unless VSCO does not cure such breach within for thirty (30) days after delivery of written notice from Tianyin the Pxxx Xxxxx Shareholders to VSCO Sino Charter and the Sino Charter Stockholders of such breach, provided VSCO continues Sino Charter and the Sino Charter Stockholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Tianyin the Pxxx Xxxxx Shareholders may not terminate this Agreement pursuant to this Section 8.2(d8.1(d) if it they shall have materially breached this Agreement or if such breach by VSCO Sino Charter or the Sino Charter Stockholders is cured during such thirty (30)-day 30) day period); or; (e) by VSCOSino Charter, upon a material breach of any representation, warranty, covenant or agreement on the part of Tianyin Pxxx Xxxxx or the Pxxx Xxxxx Shareholders set forth in this Agreement, or if any representation or warranty of Tianyin Pxxx Xxxxx or the Pxxx Xxxxx Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in TianyinPeng Xiang’s or the Pxxx Xxxxx Shareholders' ’ representations and warranties or breach by Tianyin Pxxx Xxxxx or the Pxxx Xxxxx Shareholders is curable by Tianyin Pxxx Xxxxx or the ShareholdersPxxx Xxxxx Shareholders prior to the Closing Date, then VSCO Sino Charter may not terminate this Agreement under this Section 8.2(e8.1(e) unless Tianyin or the Shareholders do not cure such breach within for thirty (30) days after delivery of written notice from VSCO Sino Charter to Tianyin and/or Pxxx Xxxxx and the Pxxx Xxxxx Shareholders of such breach, provided Tianyin Pxxx Xxxxx and the Pxxx Xxxxx Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that VSCO Sino Charter may not terminate this Agreement pursuant to this Section 8.2(e8.1(e) if it shall have materially breached this Agreement or if such breach by Tianyin Pxxx Xxxxx or the Pxxx Xxxxx Shareholders is cured during such thirty (30)-day 30) day period); or (f) by Sino Charter Stockholders, upon a material breach of any representation, warranty, covenant or agreement on the part of Pxxx Xxxxx or the Pxxx Xxxxx Shareholders set forth in this Agreement, or if any representation or warranty of Pxxx Xxxxx or the Pxxx Xxxxx Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 7.2 would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in Peng Xiang’s or the Pxxx Xxxxx Shareholders’ representations and warranties or breach by Pxxx Xxxxx or the Pxxx Xxxxx Shareholders is curable by Pxxx Xxxxx or the Pxxx Xxxxx Shareholders prior to the Closing Date, then Sino Charter Stockholders may not terminate this Agreement under this Section 8.1(f) for thirty (30) days after delivery of written notice from Sino Charter Stockholders to Pxxx Xxxxx and the Pxxx Xxxxx Shareholders of such breach, provided Pxxx Xxxxx and the Pxxx Xxxxx Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that Sino Charter Stockholders may not terminate this Agreement pursuant to this Section 8.1(f) if it shall have materially breached this Agreement or if such breach by Pxxx Xxxxx or the Pxxx Xxxxx Shareholders is cured during such thirty (30) day period).