Transferor's Liabilities for Breach of Contract Sample Clauses

Transferor's Liabilities for Breach of Contract. If (i) the Transferor fails to refund the Phase I Consideration and the interest in accordance with the provisions Article 4.1(I)(2) of this Agreement, or (ii) the Parties fail to complete the closing of the Overseas Target Shares in accordance with provisions of Articles 4.1(II) and 4.1(IV) of this Agreement due to the Transferor's failure to confirm the closing and timely notify and cooperate with the Company in handling the procedures for updating the Company's Register of Shareholders in accordance with the provisions of Articles 4.1(II) and 4.1(IV) of this Agreement, or (iii) the shareholders' meeting of Phoenix TV disapproves this Agreement and the matters hereunder after deliberation for reasons which the Transferor or its affiliate can control, or (iv) the Transferor fails to perform the obligations related to the authorization arrangement according to the provisions of Article 5 of this Agreement, which constitutes a major breach of the Transferor, the Transferee shall have the right to terminate the Share Purchase Agreement, this Agreement and this Transaction immediately without limiting other obligations of the Transferor under this Agreement and the applicable law, and the Transferor shall bear the following compensation liabilities to the Transferee: (a) returning the Phase I Consideration, the Remaining Price, the deposit and the Deposit of Remaining Price paid by the Transferee or its Designated Party as well as the Interest on Deposit, and the Interest on Deposit of Remaining Price , and (b) the liquidated damages calculated at an annualized simple interest of 15% with respect to the amount paid by the Transferee until the date of actual payment or actual performance, and (c) the liquidated damages equivalent to the Deposit of Remaining Price of US$ 50 million. At the same time, if the Parties fail to complete the Phase II Closing in accordance with provisions of Article 4.1(IV) of this Agreement due to the Transferor's failure to confirm the closing and timely notify and cooperate with the Company in handling the procedures for updating the Company's Register of Shareholders in accordance with the provisions of Article 4.1(IV) of this Agreement, the Transferor shall irrevocably grant the Transferee all the shareholder’s rights corresponding to the Shares for Phase II Closing in the form of Annex 2 (Power of Attorney), except for economic rights, until the date when the Phase II Closing is actually completed and the Company completes the c...
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Related to Transferor's Liabilities for Breach of Contract

  • Liabilities for Breach of Contract If any Party to this Agreement fails to, according to the provisions of this Agreement, appropriately and fully perform its obligations, such Party shall be liable for breach of contract. Any damages and costs incurred by the non-breaching Party, due to a breach of contract by the breaching Party, shall be paid by the breaching Party to the non-breaching Party.

  • Liability for Breach of Contract 1. If the parties can not continue the performance of this agreement due to either party’s breach, the breaching party shall pay the other party liquidated damages equal to 10% of all amounts payable during the performance of this agreement.

  • Liabilities for Breach of Agreement 8.1 In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representation or warranty, such Party shall be liable for all the losses of other Parties for breach of the Agreement, or pay the penalties to the other Parties as agreed by the relevant Parties.

  • Damages for Breach of Contract In the event of a breach of this Agreement by either the Corporation, Bank or the Executive resulting in damages to another party to this Agreement, that party may recover from the party breaching the Agreement only those damages as set forth herein. In no event shall any party be entitled to the recovery of attorney's fees or costs.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Liabilities for Breach 9.1 The Parties agree and confirm that, if any of the Parties (the “Breaching Party”) is materially in breach of any provision hereof, or materially fails or delays in performing any of the obligations hereunder, a breach hereof is constituted (a “Breach”), and any of the other Parties which does not commit any Breach (a “Non-breaching Party”) has the right to require that the Breaching Party rectify it or take a remedial action within a reasonable period. If the Breaching Party fails to rectify the Breach or take remedial actions within the reasonable period or within ten (10) days of the other Party’s written rectification notice, then:

  • Breach of Contract 4.1 If any party (“Defaulting Party”) breaches any provision of this Agreement, which may cause damages to other parties (“Non-defaulting Party”), the Non-defaulting Party con notify the Defaulting Party in writing, requesting it rectify and correct such a breach of contract; if the Defaulting Party does not take actions which rectify and correct such breach to the satisfaction of the Non-defaulting Party within fifteen (15) days upon the issuance of the written notice, the Non-defaulting Party can take actions pursuant to this Agreement or other measures in accordance with laws in response.

  • NO BREACH OF CONTRACT The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.

  • Liability for Breach 10.1 Either Party’s direct or indirect violation of any provisions hereof or failure to assume its obligations hereunder or failure to assume such obligations in a timely and adequate manner shall constitute breach of this Agreement. The non-breaching Party (“Non-Breaching Party”) shall have the right to require the breaching Party (“Breaching Party”) by written notice to redress its breach and take adequate, effective and timely measures to eliminate the consequences of such breach, and indemnify against the losses incurred by the Non-Breaching Party due to the breach of the Breaching Party.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

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