4.5. | Party C has no outstanding debt, except for (i) debts arising in the ordinary course of business; and (ii) debts disclosed to Party A and consented by Party A in writing; |
4.6. | If Party C is dissolved or liquidated as required by the PRC laws, Party C shall, to the extent permitted by the PRC laws, sell all of its assets to Party A or other qualified entity designated by Party A at the lowest price permitted by the PRC laws. Party C shall exempt Party A or the qualified entity designated by Party A from any payment obligation incurred thereby, as applicable under the then-current valid PRC laws; or the proceeds from any of such transaction shall be paid to Party A or the qualified entity designated by Party A as part of the Service Fee under the Exclusive Business Cooperation Agreement, as applicable under the then-current valid PRC laws; |
4.7. | Party C will comply with all PRC laws and regulations applicable to asset acquisition; and |
4.8. | There is no pending or threatened litigation, arbitration or administrative proceedings relating to Party C’s equity, Party C’s assets or Party C. |
Articles 4.4, 4.5, 4.6, 4.7 and 4.8 above are Party C’s sole representations and warranties, for which Party B assumes no representation or warranty liability.
This Agreement shall take effect after fifteen (15) natural days from the date when the Parties execute this Agreement and be valid for 10 years, and Party A may choose to extend the term. This Agreement shall automatically extend if Party A fails to confirm the extension of this Agreement upon the expiry of the term hereof, until Party A delivers a confirmation letter specifying the extended term of this Agreement.
6. | Governing Law and Dispute Resolution |
The execution, validity, interpretation, performance, amendment and termination of this Agreement and the resolution of dispute hereunder shall be governed by the PRC laws officially published and publicly available. International legal principles and practices shall apply to the matters on which, the PRC laws officially published and publicly available, are silent.
Any dispute arising out of the interpretation and performance of this Agreement shall be first resolved by the Parties through friendly negotiation. In case that the Parties fail to resolve such dispute within 30 days as of the request of a Party to other Parties for resolution through negotiation, either Party then may submit such dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in force. The arbitration shall take place in Beijing and the language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the Parties. The arbitral tribunal may rule on compensating or offsetting Party A’s loss caused by the breach of contract of the other Party hereto with respect to Party C’s equity interest, asset or property interest, decide on injunctive relief with respect to business or mandatory asset transfer, or order Party C to go bankrupt. Upon the effectiveness of the arbitral award, either Party may apply with a competent court for enforcement of the arbitration award. When necessary, the arbitration institution may, before the final award on the dispute of the parties, rule that the breaching party immediately ceases the breach or that the breaching party may not act in furtherance of the loss suffered by Party A. The competent courts in Hong Kong, the Cayman Islands or other jurisdiction (including the courts at the domicile of Party C, or the courts at the place where the main assets of Party C or Party A are located, which shall be deemed as competent) shall also be entitled to grant or enforce the award of the tribunal and rule or enforce provisional relief in respect of Party C’s equity interest or property interest, and also make decision or ruling to grant provisional relief to the Party requesting for arbitration pending the composition of the tribunal or in other proper circumstances, such as decision or ruling that the breaching party immediately ceases the breach of contract or that the breaching party may not act in furtherance of the loss suffered by Party A.